**Exhibit
      10.27**




**I** **SLE
      OF CAPRI BLACK HAWK** , **L** . **L** . **C** .




**FIRST
      AMENDED AND RESTATED CREDIT AGREEMENT**




This **FIRST
      AMENDED AND RESTATED CREDIT AGREEMENT** is dated
      as of April 22, 2003 and entered into by and among **ISLE
      OF CAPRI BLACK HAWK** , **L** . **L** . **C** .,
      a
      Colorado limited liability company (“ **Borrower** ”), **THE
      FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF OR PARTY FROM TIME
      TO TIME HERETO** ,
      as
      lenders, **CANADIAN
      IMPERIAL BANK OF COMMERCE** ,
      acting
      through one or more of its agencies, branches or affiliates (“ **CIBC** ”),
      as
      administrative agent for Lenders (in such capacity, “ **Administrative
      Agent** ”)
      and as
      issuing lender with respect to any Letter of Credit issued hereunder, **WELLS
      FARGO BANK** , **N** . **A** .,
      as
      syndication agent (in such capacity, “ **Syndication
      Agent** ”),
      and **HIBERNIA
      NATIONAL BANK** and **THE
      CIT GROUP/EQUIPMENT FINANCING, INC** .
      as
      co-documentation agents (each in such capacity, “ **Co-Documentation
      Agent** ”;
      collectively in such capacity the “ **Co-Documentation
      Agents** ”).




**R
      E C I T A L S**




**WHEREAS** ,
      Borrower is the borrower under that certain Credit Agreement (the “ **Existing
      Credit Agreement** ”)
      dated
      as of November 16, 2001 among Borrower, CIBC, as administrative agent, the
      agents named therein and certain other lenders party from time to time thereto
      (collectively, the “ **Existing
      Lenders** ”);




**WHEREAS** ,
      Borrower desires to continue the Loans outstanding under the Existing Credit
      Agreement, incur new Loans and acquire through its wholly-owned subsidiary,
      IC
      Holdings Colorado, Inc. (“ **Newco** ”),
      all
      of the Capital Stock of CCSC/Blackhawk, Inc. (“ **CCSC** ”)
      and
      Colorado Grande Enterprises, Inc. (“ **Grande** ”
      and
      together with CCSC, “ **Target** ”)
      for
      approximately $84,000,000 (or approximately 5.8 times the Target EBITDA for
      the
      twelve-month period ended October 30, 2002) (the “ **Acquisition** ”)
      through the credit facilities contemplated hereby;




**WHEREAS** ,
      Lenders, at the request of Borrower, have agreed to extend certain credit
      facilities to Borrower, in the aggregate original principal amount of
      $210,708,000, the proceeds of which will be used (a) to consummate the
      Acquisition and, in connection with the Acquisition, amend and restate the
      Existing Credit Agreement (collectively, the “ **Transactions** ”)
      and
      (b) thereafter, to provide financing for general corporate purposes of Borrower
      and its Subsidiaries, including working capital, capital expenditures,
      refinancings, acquisitions and investments made in accordance with the terms
      hereof;




**WHEREAS** ,
      Borrower desires to continue to secure all of the Obligations hereunder and
      under the other Loan Documents by continuing and confirming the grant to
      Administrative Agent, on behalf of Lenders, of a First Priority Lien on all
      of
      its real property and substantially all of its personal and mixed property,
      including a pledge of all of the Capital Stock of its Subsidiaries;
      and




**WHEREAS** ,
      the
      domestic Subsidiaries of Borrower have agreed to continue to guarantee the
      Obligations hereunder and under the other Loan Documents and to continue to
      secure their guaranties by continuing and confirming the grant to Administrative
      Agent, on behalf of Lenders, a First Priority Lien on substantially all of
      their
      real, personal and mixed property, including a pledge of all of the Capital
      Stock of their Subsidiaries;




**WHEREAS** ,
      for
      ease of reference and clarity, Borrower, Administrative Agent, the Existing
      Lenders and Lenders that are not Existing Lenders desire to amend and restate
      the Existing Credit Agreement in its entirety (i) to provide for new credit
      facilities to Borrower and (ii) to make certain other amendments to the terms
      and provisions of the Existing Credit Agreement, all on the terms and conditions
      set forth in this Agreement; and




**WHEREAS** ,
      it is
      the intent of the parties that this Agreement shall not cause a novation or
      repayment of any of the indebtedness or obligations of Borrower under the
      Existing Credit Agreement or other loan documents executed in connection
      therewith (collectively, the “ **Existing
      Loan Documents** ”),
      nor
      shall it extinguish, discharge, terminate or impair Borrower’s indebtedness or
      obligations or Administrative Agent’s or any Lender’s rights or remedies under
      the Existing Credit Agreement and the other Existing Loan Documents except
      to
      the extent expressly provided for herein; in addition, this Agreement shall
      not
      release, limit or impair in any way the priority of any security interests
      and
      liens held by Administrative Agent for the benefit of Lenders against any assets
      of Borrower or its Subsidiaries arising under the Existing Credit Agreement
      or
      the other Existing Loan Documents.




**NOW** , **THEREFORE** ,
      in
      consideration of the premises and the agreements, provisions and covenants
      herein contained, Borrower, Lenders, and Administrative Agent agree that the
      Existing Credit Agreement is hereby amended and restated in its entirety 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 to be executed and delivered by Borrower and
      the
      other Loan Parties on the Effective Date, substantially in the form of Exhibit
      XV annexed hereto.




“ **Acquisition** ”
      has the
      meaning assigned to that term in the Recitals.




“ **Acquisition
      Agreements** ”
      means
      collectively, (i) that certain Stock Purchase Agreement dated as of December
      24,
      2002 among C.G. Investments, Inc., as seller, CCSC/Blackhawk, Inc., as subject
      company, and Borrower, as purchaser and (ii) that certain Stock Purchase
      Agreement dated as of December 24, 2002 among C.G. Investments, Inc., Matthew
      J.
      Williams and Lisa N. Williams, as sellers, Colorado Grande Enterprises, Inc.,
      as
      subject company, and Borrower, as purchaser.




“ **Acquisition
      Property Mortgage** ”
      has the
      meaning assigned to that term in subsection 4.1F(i).




“ **Acquisition
      Property Mortgage Policies** ”
      has the
      meaning assigned to that term in subsection 4.1F(iii) .




“ **Acquisition
      Real Property** ”
      has the
      meaning assigned to that term in subsection 4.1F(i).




“ **Additional
      Mortgaged Property** ”
      has the
      meaning assigned to that term in subsection 6.9B .




“ **Additional
      Mortgages** ”
      has the
      meaning assigned to that term in subsection 6.9B .




“ **Adjusted
      LIBOR** ” means,
      for any Interest Rate Determination Date with respect to an Interest Period
      for
      a LIBOR Loan, the rate per annum 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 the
      Moneyline Telerate Screen 3750 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 the Moneyline Telerate Screen 3750, the average of
      the
      rates per annum at which Dollar deposits in immediately available funds are
      offered to CIBC in the interbank LIBOR 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 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 9.5 .




“ **Administrative
      Agent’s Office** ” means
      (i) the office of Administrative Agent located at CIBC,
      425
      Lexington Avenue, New York, NY 10017, or
      (ii) such other office of Administrative Agent as may from time to time
      hereafter be designated as such in a written notice delivered by Administrative
      Agent to Borrower and each Lender.




“ **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. For purposes of this definition, a Person shall be deemed to be
      “controlled by” a Person if such Person possesses, directly or indirectly, power
      to vote 10% or more of the Securities having ordinary voting power for the
      election of directors of such Person. Notwithstanding the foregoing, neither
      Administrative Agent nor any Lender shall be deemed to be an Affiliate of any
      of
      the Loan Parties.




“ **Agreement** ” means
      this First Amended and Restated Credit Agreement dated as of April 22,
      2003.




“ **Amended
      Security Agreement** ”
      means
      the Security Agreement, as amended by the Acknowledgement and
      Consent.




“ **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 LIBOR Margin for
      such
      Type of Loan less 1.00%.




“ **Applicable
      LIBOR Margin** ”
      means
      (a) with respect to Tranche B Term Loans that are LIBOR Loans, 4.00%
      per
      annum, and (b) with respect to Revolving Loans and Tranche A Term Loans that
      are
      LIBOR Loans, a percentage per annum as set forth below opposite the applicable
      Consolidated Total Leverage Ratio:




**Consolidated
                Total Leverage Ratio**
            **Applicable
                LIBOR Margin**greater
                than or equal to 3.00:1.00
            4.00%less
                than 3.00:1.00
              but
                greater than or equal to 2.50:1.00
            3.75%less
                than 2.50:1.00
              but
                greater than or equal to 2.00:1.00
            3.50%less
                than 2.00:1.00
              but
                greater than or equal to 1.50:1.00
            3.25%less
                than 1.50:1.00
              but
                greater than or equal to 1.00:1.00
            3.00%less
                than 1.00:1.00
            2.75%





; provided that
      until the date that is five Business Days after the date on which Borrower
      delivers the first Margin Determination Certificate for the Fiscal Quarter
      ended
      April 27, 2003 required to be delivered to Administrative Agent pursuant to
      subsection 6.1(xviii) ,
      the
      Applicable LIBOR Margin for Revolving Loans and Tranche A Term Loans that are
      LIBOR Loans shall be 3.75%.




“ **Applicable
      Percentage** ”, **** as
      of the
      end of any Fiscal Year, **** means 75%; provided ,
      however, if the Consolidated Total Leverage Ratio is less than 2.00:1.00 as
      of
      the end of any Fiscal Year, then it shall mean 50%.




“ **Approved
      Fund** ”
      means
      any Fund that is managed or advised by a Lender, the same investment advisor
      as
      such Lender or by an Affiliate of such Lender or investment
      advisor.




“ **Asset
      Sale** ” means
      the sale (in any single transaction or related series of transactions) by
      Borrower or any of its Subsidiaries to any Person other than Borrower or any
      of
      its wholly-owned Subsidiaries of (i) any of the Capital Stock of any
      Subsidiary of Borrower, (ii) substantially all of the assets of any
      division or line of business of Borrower or any of its Subsidiaries, or
      (iii) any other assets (whether tangible or intangible) of Borrower
      or any
      of its Subsidiaries (other than (a) gaming equipment sold in the ordinary
      course of business solely to the extent the proceeds of such sale are promptly
      reinvested in other gaming equipment, (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 $250,000 or less), and (c) Capital
      Stock of Borrower.




“ **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”.




“ **Base
      Rate** ” means,
      at any time, the higher of (i) the Reference Rate or (ii) the
      rate
      which is 0.50% 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 .




“ **Borrower** ” has the
      meaning assigned to that term in the introduction to this
      Agreement.




“ **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 LIBOR
      or
      any LIBOR 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.




“ **Capital
      Stock** ”
      means
      (i) in the case of a corporation, capital stock, (ii) in the case of an
      association or business entity, any and all shares, interests, participations,
      rights or other equivalents (however designated) of capital stock, (iii) in
      the
      case of a partnership, partnership interests (whether general or limited),
      (iv)
      in the case of a limited liability company, membership interests, and (v) any
      other interest or participation that confers on a Person the right to receive
      a
      share of the profits and losses of, or distributions of assets of, the issuing
      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 S&P or 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.




“ **CCSC** ”
      has the
      meaning assigned to that term in the Recitals.




“ **CCSC
      Mortgage** ”
      has the
      meaning assigned to that term in subsection 4.1F(i) .




“ **CCSC
      Property** ”
      means
      the real property, together with the 46,250 total facility space, 15,250 square
      foot gaming space, parking space and all other buildings, fixtures, or other
      improvements located thereon, located on the Northwest corner of Mill and Main
      Streets in Black Hawk, Colorado.




“ **Certificate
      re: Non-Bank Status** ”
      means a
      certificate substantially in the form of Exhibit XVI annexed hereto delivered
      by
      a Lender to Administrative Agent pursuant to subsection 2.7B(iii).




“ **Change
      in Control** ” means
      any of the following: (i)  Isle of Capri Casinos, Inc. shall sell, transfer
      or otherwise dispose of (including by means of foreclosure) any issued and
      outstanding Capital Stock of Borrower at any time owned by Isle of Capri
      Casinos, Inc. and (ii) the failure at any time of Isle of Capri Casinos, Inc.,
      to directly or indirectly beneficially own and control at least 57% of the
      issued and voting outstanding Capital Stock of Borrower. As used herein, the
      term “beneficially own” or “beneficial ownership” shall have the meaning set
      forth in the Exchange Act and the rules and regulations promulgated
      thereunder.




“ **CIBC** ” has the
      meaning assigned to that term in the introduction to this
      Agreement.




“ **Co-Documentation
      Agents** ”
      has the
      meaning assigned to that term in the introduction to this
      Agreement.




“ **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.




“ **Collateral
      Account** ” has the
      meaning assigned to that term in the Amended Security Agreement.




“ **Collateral
      Documents** ” means
      the Amended Security Agreement, the Existing Isle-Black Hawk Mortgage, the
      First
      Amendment to Mortgage, the Acquisition Property Mortgages, the Deposit Account
      Control Agreement, 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 of any date of determination, a percentage equal to 0.500%, provided ,
      however
      that during such time as the Total Utilization of Revolving Loan Commitments
      is
      less than 50%, the percentage shall be increased to 0.750%.




“ **Commitments** ” means
      the commitments of Lenders to make Loans as set forth in
      subsection 2.1A .




“ **Compliance
      Certificate** ” means a
      certificate substantially in the form of Exhibit VII annexed
      hereto delivered to Administrative Agent and Lenders by Borrower pursuant to
      subsection 6.1(iv).




“ **Confidential
      Information Memorandum** ”
      means
      that certain Confidential Information Memorandum relating to Borrower dated
      February, 2003.




“ **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 Borrower and its Subsidiaries) by Borrower and its 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 Borrower and its Subsidiaries plus (ii) to the extent not
      covered by clause (i) of this definition, the aggregate of all expenditures
      of
      Borrower and its Subsidiaries during that period to acquire (by purchase or
      otherwise) the business, property or fixed assets of any Person, or the Capital
      Stock of any Person that, as a result of such acquisition, becomes a Subsidiary
      of Borrower.




“ **Consolidated
      EBITDA** ” means,
      for any period, the sum, without duplication, of the amounts for such period
      of
      (i) Consolidated Net Income, (ii) Consolidated Interest Expense,
      (iii) total depreciation expense, (iv) total amortization expense,
      (v)
      Management Fees, (vi) other non-recurring and non-cash items reducing
      Consolidated Net Income, and (vii) Transaction Costs and the following one-time
      adjustments for certain cost savings associated with the consolidation of the
      assets acquired in the Acquisition incurred in connection therewith: $2,000,000
      for the fiscal quarter ending April 27, 2003, $1,500,000 for the fiscal quarter
      ending July 27, 2003, $1,000,000 for the fiscal quarter ending October 26,
      2003
      and $500,000 for the fiscal quarter ending January 25, 2004 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 Borrower and its Subsidiaries in
      conformity with GAAP.




“ **Consolidated
      Excess Cash Flow** ” means,
      for any period, an amount (if positive) equal to (i) the sum, without
      duplication, of the amounts for such period of Consolidated
      EBITDA (determined by adding back thereto any amounts deducted in the calculation
      of
      Consolidated Net Income that were paid, incurred or accrued in violation of
      any
      of the provisions of this Agreement) minus (ii) the sum, without duplication, of the amounts for such period of
      (a) scheduled repayments of principal of Consolidated Total Debt,
      (b) Consolidated Capital Expenditures (net of any proceeds of any related
      financings with respect to such expenditures), (c) Cash interest expense,
      (d) Management Fees, and (e) Permitted Tax Distributions made by
      Borrower.




“ **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, (ii) all scheduled repayments of principal of Consolidated Total Debt
      required to be made by Borrower or any of its Subsidiaries (whether or not
      such
      payments are actually made) and (iii) Permitted Tax Distributions made (or
      permitted to be made) by Borrower, all of the foregoing as determined on a
      consolidated basis for Borrower and its 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 Borrower and its Subsidiaries on
      a
      consolidated basis with respect to all outstanding Indebtedness of Borrower
      and
      its 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,
      Lead
      Arranger and Lenders on or before the Effective Date.




“ **Consolidated
      Net Income** ” means,
      for any period, the net income (or loss) of Borrower and its 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 Subsidiary of Borrower or is merged into or
      consolidated with Borrower or any of its Subsidiaries or that Person’s assets
      are acquired by Borrower or any of its Subsidiaries and (ii) the income
      of
      any Subsidiary of Borrower to the extent that the declaration or payment of
      dividends or similar distributions by that 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 Subsidiary.




“ **Consolidated
      Rental Payments** ”
      means,
      for any period, the aggregate amount of all rents paid or payable by Borrower
      and its Subsidiaries on a consolidated basis during that period under all
      Operating Leases (other than Excluded Leases) to which Borrower or any of its
      Subsidiaries is a party as lessee.




“ **Consolidated
      Total Debt** ”
      means,
      as at any date of determination, an aggregate amount equal to (a) the aggregate
      principal amount of all Indebtedness of Borrower and its Subsidiaries plus (b) the
      aggregate amount of Contingent Obligations of Borrower and its 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) plus (c) the face amount of any outstanding letters of credit (including
      Letters
      of Credit) less (d) the
      aggregate amount of Cash and Cash Equivalents of Borrower and its Subsidiaries
      in excess of $10,000,000 ( provided ,
      however, that upon consummation of the Grande Sale, such amount shall be reduced
      by $2,500,000 to $7,500,000), in each case determined on a consolidated basis
      in
      accordance with GAAP.




“ **Consolidated
      Total Leverage Ratio** ”
      means,
      as at the last day of any Fiscal Quarter, the ratio of (a) Consolidated
      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 any acquisitions of any assets or any Persons pursuant to the
      Transactions or Expansion Capital Expenditures permitted under subsection 7.8B
      and/or Asset Sales permitted under subsection 7.7, for the consecutive four
      Fiscal Quarters ending on the last day of the Fiscal Quarter for which such
      determination is being made.




“ **Consolidated
      Total 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
      Borrower and its Subsidiaries on a consolidated basis determined in conformity
      with GAAP.




“ **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 Contract 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.




“ **Credit
      Agreement** ”
      means
      this Agreement.




“ **Currency
      Agreement** ” means
      any foreign exchange contract, currency swap agreement, futures contract, option
      contract, synthetic cap or other similar agreement or arrangement to which
      Borrower or any of its Subsidiaries is a party.




“ **Deposit
      Account** ” means a
      demand, time, savings, passbook, brokerage or similar account maintained with
      a
      Person or securities intermediary engaged in the business of banking, including
      a savings bank, savings and loan association, credit union or trust company,
      other than an account evidenced by a negotiable certificate of
      deposit.




“ **Deposit
      Account Control Agreement** ”
      means
      (i) a Deposit Account Control Agreement executed and delivered by Borrower,
      Administrative Agent and the financial institution at which a Deposit Account
      is
      maintained, substantially in the form of Exhibit
      XVII annexed
      hereto or (ii) an agreement, satisfactory in form and substance to
      Administrative Agent and executed by the financial institution at which a
      Deposit Account is maintained, pursuant to which such financial institution
      confirms and acknowledges Administrative Agent’s First Priority security
      interest in, and sole dominion and control over, such Deposit Account, agrees
      that such financial institution will comply with instructions originated by
      Administrative Agent as to disposition of funds in the Deposit Account, without
      further consent by Borrower or any Subsidiary, and waives its right to set
      off
      with respect to amounts in the Deposit Account, with customary limited
      exceptions acceptable to Administrative Agent.




“ **Dollars** ” and the
      sign “ **$** ” mean the
      lawful money of the United States of America.




“ **Effective
      Date** ” means
      the date on or prior to April 22, 2003 on which the conditions precedent set
      forth in Section 4.1 have been satisfied or waived.




“ **Eligible
      Assignee** ” means a
      Person that is (I) to the extent required under applicable Gaming Laws,
      registered or licensed with, approved or found suitable by, or not disapproved,
      denied a license or approval or found unsuitable by (whichever may be required
      under applicable Gaming Laws), any applicable Gaming Authorities, and (II)(A)
      (i) a commercial bank organized under the laws of the United States
      or any
      state thereof; (ii) a savings and loan association or savings bank
      organized under the laws of the United States or any state thereof; (iii) 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); or (iv) 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;
      (B) a Lender, an Affiliate of a Lender, or an Approved Fund; or (C)
      any
      other Person (other than a natural Person) approved by (1) Administrative Agent,
      (2) in the case of any assignment of a Revolving Loan, each Issuing Lender,
      and
      (3) the Borrower unless (x) such Person is taking delivery of an assignment
      in
      connection with physical settlement of a credit derivatives transaction, or
      (y)
      an Event of Default or Potential Event of Default has occurred and is continuing
      (each such approval not to be unreasonably withheld or delayed); provided that no
      Affiliate of Borrower shall be an Eligible Assignee; and provided  further that no
      Person shall be an Eligible Assignee if such Person appears on the SDN List
      or
      the purchase by such Person of an assignment or the performance by
      Administrative Agent of its duties under the Credit Agreement with respect
      to
      such Person violates any United States sanction regime, including the Executive
      Order, the USA Patriot Act of 2001 or the United States Foreign Corrupt
      Practices Act of 1977.




“ **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 Borrower, 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 Government 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 any Government Authority 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 Borrower 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.




“ **Environmental
      Indemnity Agreement** ”
      means
      the Environmental Indemnity Agreement executed by the Loan Parties substantially
      in the form of Exhibit
      XVIII annexed
      hereto.




“ **ERISA** ” means
      the Employee Retirement Income Security Act of 1974.




“ **ERISA
      Affiliate** ” **** means, as
      applied to any Person, (i) any corporation that 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) that 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 a Person or any of its Subsidiaries shall
      continue to be considered an ERISA Affiliate of such Person or such Subsidiary
      within the meaning of this definition with respect to the period such entity
      was
      an ERISA Affiliate of such Person or such Subsidiary and with respect to
      liabilities arising after such period (but attributable to the period such
      entity was an ERISA Affiliate of such Person or such Subsidiary) for which
      such
      Person 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 Borrower, 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 Borrower, 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 Borrower,
      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 Borrower, 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 Borrower, 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 Borrower, 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.




“ **Event
      of Default** ” means
      each of the events set forth in Section
      8 .




“ **Exchange
      Act** ” means
      the Securities Exchange Act of 1934.




“ **Excluded
      Leases** ”
      has the
      meaning assigned to that term in subsection 7.14 .




“ **Executive
      Order** ”
      has the
      meaning assigned to that term in subsection 5.9B .




“ **Existing
      Credit Agreement** ”
      has the
      meaning assigned to that term in the Recitals.




“ **Existing
      Isle-Black Hawk Mortgage** ”
      means
      the Deed of Trust, Security Agreement, Assignment of Rents and Leases and
      Fixture Filing by and from Isle of Capri Black Hawk, L.L.C. to the Public
      Trustee of the County of Gilpin, Colorado for the benefit of Canadian Imperial
      Bank of Commerce, dated as of December 17, 2001.




“ **Existing
      Lenders** ”
      has the
      meaning assigned to that term in the Recitals.




“ **Existing
      Loan Documents** ”
      has the
      meaning assigned to that term in the Recitals.




“ **Expansion
      Agreements** ”
      means,
      collectively, the Isle-Riviera Agreement and the Subordinated PIK Indebtedness
      Agreement.




“ **Expansion
      Capital Expenditures** ” means
      those Consolidated Capital Expenditures (which are not otherwise classified
      as
      Maintenance Capital Expenditures) attributable to increasing the size or
      capabilities of the Facilities located on the properties encumbered by the
      Mortgages, including purchasing new slot machines to increase the total number
      of slot machines at the Isle-Black Hawk Property or to replace existing slot
      machines and the Expansion Project.




“ **Expansion
      Project** ”
      means
      the Borrower and CCSC expansion project that includes an addition to the casino
      currently located on the Isle-Black Hawk Property, a new parking garage with
      approximately 1,300 spaces, and approximately 162 additional hotel
      rooms.




“ **Facilities** ” means
      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 Borrower 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.




“ **Financial
      Condition Certificate** ”
      means
      the Financial Condition Certificate executed and delivered by Borrower on the
      Effective Date, substantially in the form of Exhibit
      XI annexed
      hereto.




“ **First
      Amendment to Mortgage** ”
      has the
      meaning assigned to that term in subsection 4.1F (i).




“ **First
      Priority** ” means,
      with respect to any Lien purported to be created in any Collateral pursuant
      to
      any Collateral Document, that (i) such Lien is perfected and has priority
      over any other Lien on such Collateral (other than Permitted Encumbrances which
      as a matter of law have priority over any other Lien irrespective of the prior
      perfection or filing of such other Lien) 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 Borrower and its Subsidiaries as determined on the basis
      of a
      four consecutive Fiscal Quarter period ending on the last Sunday in April where
      (x) in the case of every Fiscal Year other than the 2006 Fiscal 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
      the 2006 Fiscal Year, each of the first three such Fiscal Quarters shall be
      for
      a period of thirteen total weeks, 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.




“ **Flood
      Hazard Property** ” means
      the Isle-Black Hawk Property, the Acquisition Property or any Additional
      Mortgaged Property if such property is located in an area designated by the
      Federal Emergency Management Agency as having special flood or mud slide
      hazards.




“ **Fund** ”
      means
      any Person (other than a natural Person) that is (or will be) engaged in making,
      purchasing, holding or otherwise investing in commercial loans and similar
      extensions of credit in the ordinary course of its business.




“ **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 Government Authority that holds regulatory, licensing or permit authority
      over gambling, gaming or Gaming Facility activities conducted by Borrower or
      any
      of its Subsidiaries within its jurisdiction.




“ **Gaming
      Authorizations** ”
      means
      any and all Governmental Authorizations (i) necessary to enable Borrower or
      any
      of its 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, 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 Borrower or any of its Subsidiaries within
      its
      jurisdiction.




“ **Governing
      Body** ”
      means
      the board of directors or other body having the power to direct or cause the
      direction of the management and policies of a Person that is a corporation,
      partnership, trust or limited liability company.




“ **Government
      Authority** ”
      means
      any governmental or regulatory body, agency, commission, central bank, board,
      bureau, department, office, organ or instrumentality, or any court and any
      political subdivision or department thereof, in each case whether federal,
      state, local or foreign, including any Gaming Authority.




“ **Governmental
      Authorization** ” means
      any permit, license, registration, authorization, plan, directive, consent,
      order or consent decree of or from, or notice to, any Government
      Authority.




“ **Grande** ”
      has the
      meaning assigned to that term in the Recitals.




“ **Grande
      Gaming Facilities** ”
      means
      the gaming facilities owned, leased, operated or used by Grande.




“ **Grande
      Mortgage** ”
      has the
      meaning assigned to that term in subsection 4.1F(i) .




“ **Grande
      Sale** ”
      means
      the sale of the Grande Gaming Facilities for a sales price of not less than
      $10,000,000 in cash or on terms and conditions reasonably acceptable to
      Administrative Agent.




“ **Hazardous
      Materials** ” means
      (i) any chemical, material or substance at any time 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”, in any Environmental
      Law 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 Government 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) an Interest Rate Agreement designed to hedge against fluctuations in
      interest rates, (ii) any Currency Agreement designed to hedge against
      fluctuations in currency values, and (iii) any other agreement or arrangement
      to
      which Borrower 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.




“ **Indebtedness** ”, as
      applied to any Person, means, without duplication, (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, (v) all obligations in respect of any
      preferred Capital Stock of such Person subject to mandatory sinking fund
      payments, redemption or other acceleration, (vi) 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, (vii) the face amount
      of
      all letters of credit or bankers’ acceptances that such Person is obligated to
      reimburse the related letter of credit bank for (a) the principal balance
      outstanding under any synthetic lease, tax retention operating lease,
      off-balance sheet loan or similar off-balance sheet financing product, and
      (b) the Indebtedness of any partnership or unincorporated joint venture
      in
      which such Person is a general partner or a joint venturer, and (viii) all
      Contingent Obligations of such Person in respect of the foregoing. Obligations
      under Interest Rate Agreements and Currency Agreements constitute (1) in the
      case of Hedge Agreements, Contingent Obligations, and (2) in all other cases,
      Investments, and in neither case constitute Indebtedness. For the avoidance
      of
      doubt, the Excluded Leases are not Indebtedness.




“ **Indemnitee** ” has the
      meaning assigned to that term in subsection 10.3 .




“ **Intellectual
      Property** ” means
      all patents, patent rights, patent applications, licenses, inventions, trade
      secrets, trademarks, tradenames, service marks, copyrights, technology,
      software, know-how and proprietary techniques (including processes and
      substances) used in or necessary for the conduct of the business of Borrower
      and
      its Subsidiaries as currently conducted that are material to the condition
      (financial or otherwise), business or operations of Borrower 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
      LIBOR
      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 Borrower
      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.




“ **Investment** ” means
      (i) any direct or indirect purchase or other acquisition by Borrower
      or any
      of its Subsidiaries of, or of a beneficial interest in, any Securities of any
      other Person (including any Subsidiary of Borrower), (ii) any direct
      or
      indirect redemption, retirement, purchase or other acquisition for value, by
      any
      Subsidiary of Borrower from any Person other than Borrower or any of its
      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 Borrower or any
      of
      its Subsidiaries to any other Person (other than a wholly-owned Subsidiary
      of
      Borrower), 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
      or Currency 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, less (z) the
      aggregate amount of all distributions of Cash or Cash Equivalents constituting
      a
      return of capital on such Investment.




“ **Investment
      Account** ” **** has
      the
      meaning set forth in subsection 2.4B(iv)(d).




“ **IP
      Collateral** ” means,
      collectively, the Collateral consisting of rights in or to Intellectual Property
      under the Amended Security Agreement.




“ **Isle-Black
      Hawk Mortgage Policy** ”
      has the
      meaning assigned to that term in subsection 4.1F(iii) .




“ **Isle-Black
      Hawk Property** ” **** means
      the
      approximately 10.1 acre real property, together with the 43,000 square foot
      Gaming Facility, 237-room hotel, restaurants, parking structure, event structure
      and all other buildings, fixtures or other improvements located thereon, located
      on the Southeast corner of Mill and Main Streets in Black Hawk,
      Colorado.




“ **Isle-Black
      Hawk Title Endorsements** ”
      has the
      meaning assigned to that term in subsection 4.1F (iii).




“ **Isle-Riviera
      Agreement** ”
      means
      the agreement between Borrower and Riviera, in form and substance satisfactory
      to Administrative Agent, whereby the terms and conditions of the design and
      construction of improvements related to the Expansion Project prior to the
      issuance of new special assessment bonds in the November 2003 election and
      the
      use of proceeds from the issuance of such bonds are set forth.




“ **Issuing
      Lender** ” means,
      with respect to any Letter of Credit, the Lender that agrees or is otherwise
      obligated to issue such Letter of Credit, determined as provided in subsection 3.1B(iii) .




“ **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.




“ **Landlord
      Consent and Estoppel** ” **** means,
      with respect to any 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.




“ **LC
      Reimbursement Amount** ”
      has the
      meaning assigned to that term in subsection 3.3B .




“ **Lead
      Arranger** ” **** means
      CIBC World Markets Corp.




“ **Leasehold
      Property** ”
      means
      any leasehold interest of any Loan Party as lessee under any lease of real
      property, other than any such leasehold interest designated from time to time
      by
      Administrative Agent in its sole discretion as not being required to be included
      in the Collateral.




“ **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 ; 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
      any standby letter of credit or similar instrument issued by Issuing Lender
      pursuant to subsection 3.1 for the purpose of supporting
      (i) Indebtedness of Borrower or any of its Subsidiaries in respect of
      industrial revenue or development bonds or financings, (ii) workers’
      compensation liabilities of Borrower or any of its Subsidiaries, (iii) the
      obligations of third party insurers of Borrower or any of its 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 Borrower or any of its Subsidiaries, and (v) performance,
      payment, deposit or surety obligations of Borrower or any of its Subsidiaries,
      in any case if required by law or governmental rule or regulation or in
      accordance with custom and practice in the industry; provided that
      Letters of Credit may not be issued 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).




“ **Letter
      of Credit Usage** ” means,
      as at any date of determination, the sum of (i) the maximum aggregate
      amount that is or at any time thereafter may become available for drawing 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 Borrower in any manner,
      either directly or out of the proceeds of Revolving Loans pursuant to subsection 3.3B or
      otherwise.




“ **LIBOR
      Loans** ” means
      Loans bearing interest at rates determined by reference to the Adjusted LIBOR
      as
      provided in subsection 2.2A .




“ **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 Gaming
      Authorization or other casino, gambling or gaming license issued by any Gaming
      Authority covering any Gaming Facility owned, leased, operated or used by
      Borrower or any of its Subsidiaries.




“ **Lien** ” means
      any lien, 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 Tranche A Term Loans, Tranche B Term Loans or Revolving
      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 Borrower
      in favor of an Issuing Lender relating to, the Letters of Credit), the
      Subsidiary Guaranty, the Acknowledgement and Consent, the Environmental
      Indemnity Agreement and the Collateral Documents.




“ **Loan
      Party** ” means
      Borrower and any of Borrower’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 (other than Expansion Capital
      Expenditures) by Borrower or any of its Subsidiaries that are made to maintain,
      restore or refurbish the condition or usefulness of property of Borrower or
      any
      of its Subsidiaries, or otherwise to support the continuation of such Person’s
      day-to-day operations as then conducted, but that 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 Borrower or any of its Subsidiaries
      in accordance with the terms of the Loan Documents.




“ **Management
      Agreements** ”
      means
      (i) that certain Management Agreement dated as of April 25, 1997,
      by
      and between Borrower and Isle of Capri Casinos, Inc., as amended April 22,
      2003,
      pursuant to which Isle of Capri Casinos, Inc. manages the casino located on
      the
      Isle-Black Hawk Property and the other Gaming Facilities owned by the Loan
      Parties (other than the CCSC Property or the Grande Gaming Facilities), as
      in
      effect on the date hereof, (ii) that certain Management Agreement dated
      as
      of April 22, 2003, by and between Borrower and Isle of Capri Casinos, Inc.,
      pursuant to which Isle of Capri Casinos, Inc. manages the CCSC Property, as
      in
      effect on the date hereof, and (iii) that certain Management Agreement
      dated as of April 22, 2003, by and between Borrower and Isle of Capri Casinos,
      Inc. manages the Grande Gaming Facilities, as in effect on the date
      hereof.




“ **Management
      Fees** ” **** means
      any
      fees paid with respect to a Management Agreement.




“ **Margin
      Determination Certificate** ” **** means
      an
      Officer’s Certificate of Borrower delivered (a) with respect to each Fiscal
      Quarter (other than each fourth Fiscal Quarter), together with the most recent
      financial statements required to be delivered 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 that 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 clause (b) shall be included as part of the Compliance
      Certificates for each such Fiscal Quarter.




“ **Margin
      Reset Date** ”
      means
      each January 1, April 1, July 1 and October 1 of each year commencing on July
      1,
      2003.




“ **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.




“ **Material
      Adverse Effect** ” means
      (i) a material adverse effect upon the business, operations, properties,
      assets, condition (financial or otherwise) or prospects of Borrower and its
      Subsidiaries taken as a whole or (ii) the impairment of the ability
      of
      Borrower and its Subsidiaries taken as a whole to perform, or of Administrative
      Agent or Lenders to enforce, the Obligations.




“ **Material
      Contract** ” means
      any contract, indenture, mortgage, deed of trust, understanding, agreement,
      instrument or other arrangement, whether written or oral, to which Borrower
      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 result in 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
      Borrower or any of its Subsidiaries.




“ **Material
      License** ”
      means
      any Gaming Authorization and any other license, authorization or permit
      reasonably determined by Administrative Agent in good faith consultation with
      Borrower to be of material importance to the operations of Borrower and its
      Subsidiaries.




“ **Moody’s** ”
      means
      Moody’s Investors Service.




“ **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 the form of Exhibit
      XIV annexed
      hereto or in such other 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 Borrower’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, 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. “ **Mortgages** ”
      means
      all such instruments, including the Existing Isle-Black Hawk Mortgage, First
      Amendment to Mortgage, Acquisition Property Mortgages, and any Additional
      Mortgages, collectively.




“ **Multiemployer
      Plan** ” means
      any Employee Benefit Plan that is a “multiemployer plan” as defined in Section
      3(37) of ERISA.




“ **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
      Debt Proceeds** ”
      means
      the Cash proceeds (net of underwriting discounts and commissions and other
      reasonable costs and expenses associated therewith, including reasonable legal
      fees and expenses) from the incurrence of Indebtedness by Borrower or any of
      its
      Subsidiaries.




“ **Net
      Insurance/Condemnation Proceeds** ” means
      any Cash payments or proceeds received by Borrower 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 Borrower 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 Borrower
      or any of its Subsidiaries in connection with the adjustment or settlement
      of
      any claims of Borrower or such Subsidiary in respect thereof.




“ **Net
      Proceeds Amount** ”
      has the
      meaning assigned to that term in subsection 2.4B(iii)(e) .




“ **New
      Isle-Black Hawk Mortgage** ”
      has the
      meaning assigned to that term in subsection 4.1F(i) .




“ **Newco** ”
      has the
      meaning assigned to that term in the Recitals.




“ **Non-US
      Lender** ”
      has the
      meaning assigned to that term in subsection 2.7B(iii)(a).




“ **Notes** ” means
      one or more of the Tranche A Term Notes, Tranche B Term Notes or Revolving
      Notes
      or any combination thereof.




“ **Notice
      of Borrowing** ” means a
      notice substantially in the form of Exhibit I annexed
      hereto delivered by Borrower 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 Borrower 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 Borrower 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, whether contingent, direct or
      otherwise, including post-petition interest on such amounts accruing subsequent
      to, and interest that would have accrued but for, the commencement of a
      proceeding under the Bankruptcy Code (whether or not such interest is allowed
      as
      a claim in such proceeding).




“ **OFAC** ”
      has the
      meaning assigned to that term in subsection 5.9B .




“ **Officer** ”
      means
      the president, chief executive officer, general counsel, general manager,
      controller, a vice president, chief financial officer, treasurer, general
      partner (if an individual), managing member (if an individual) or other
      individual appointed by the Governing Body or the Organizational Documents
      of a
      corporation, partnership, trust or limited liability company to serve in a
      similar capacity as the foregoing.




“ **Officer’s
      Certificate,** ” as
      applied to any Person that is a corporation, partnership, trust or limited
      liability company, means a certificate executed on behalf of such Person by
      one
      or more Officers of such Person or one or more Officers of a general partner
      or
      a managing member if such general partner or managing member is a corporation,
      partnership, trust or limited liability company.




“ **Operating
      Lease,** ” as
      applied to any Person, means any lease to which such Person is a party
      (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.




“ **Original
      Closing Date** ”
      means
      November 16, 2001.




“ **Organizational
      Documents** ”
      means
      the documents (including bylaws, if applicable) pursuant to which a Person
      that
      is a corporation, partnership, trust or limited liability company is
      organized. ****




“ **Participant** ”
      has the
      meaning assigned to that term in subsection 10.1C .




“ **Partners** ”
      means
      Isle of Capri Casinos, Inc. and its wholly-owned subsidiary Casino America
      of
      Colorado, Inc., and Nevada Gold & Casinos, Inc. and its wholly-owned
      subsidiary Black Hawk Gold, Ltd.




“ **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 and rights of set-off of banks, 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)  deposits
      made in the ordinary course of business in connection with workers’
      compensation, unemployment insurance and other types of social security, so
      long
      as no foreclosure, sale or similar proceedings have been commenced with respect
      to any portion of the Collateral on account thereof;




(iv)  deposits
      made in the ordinary course of business or to secure the performance of tenders,
      statutory obligations, surety and appeal bonds, bids, leases, government
      contracts, performance and return of money bonds, trade contracts 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;




(v)  any
      attachment or judgment Lien not constituting an Event of Default under
      subsection 8.8;




(vi)  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 Borrower or any of its Subsidiaries or
      resulting in a material diminution in the value of any Collateral as security
      for the Obligations;




(vii)  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
      Borrower or any of its Subsidiaries or result in a material diminution in the
      value of any Collateral as security for the Obligations;




(viii)  any
      (a) interest or title of a lessor or sublessor under any lease permitted
      by
      subsection 7.14 or otherwise permitted by this Agreement, (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;




(ix)  Liens
      arising from filing UCC financing statements relating solely to leases permitted
      by this Agreement;




(x)  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;




(xi)  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;




(xii)  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 Borrower and its
      Subsidiaries; and




(xiii)  licenses
      of patents, trademarks and other intellectual property rights granted by
      Borrower 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
      Borrower or such Subsidiary; and




(xiv)
      liens and encumbrances described in the title insurance policy obtained pursuant
      to subsection 4.1F.




“ **Permitted
      Tax Distributions** ”
      means
      distributions that are to be paid by Borrower to its Partners on a quarterly
      basis after the Effective Date, which amount shall constitute 40% of the taxable
      income (if positive) of Borrower and its Subsidiaries for the related Fiscal
      Quarter.




“ **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 Amended Security
      Agreement.




“ **Potential
      Event of Default** ” means a
      condition or event that, after notice or lapse of time or both, would constitute
      an Event of Default.




“ **Prepayment
      Dates** ” **** has
      the
      meaning set forth in subsection 2.4B(iv)(d).




“ **Proceedings** ”
      means
      any action, suit, proceeding (whether administrative, judicial or otherwise),
      governmental investigation or arbitration.




“ **Prohibited
      Persons** ”
      has the
      meaning assigned to that term in subsection 5.9B .




“ **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
      Revolving Loan Commitment or the Revolving Loans of any Lender or any Letters
      of
      Credit issued or participations therein 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




(iv)  for
      all
      other purposes with respect to each Lender, the percentage obtained by dividing (x) the sum of the Tranche A Term Loan Exposure, the Tranche B Term
      Loan
      Exposure and the Revolving Loan Exposure of that Lender by (y) the sum of the aggregate Tranche A Term Loan Exposure, Tranche B
      Term
      Loan Exposure and 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 .




“ **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
      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.




“ **Reference
      Rate** ” means
      the rate that CIBC announces from time to time as its prime lending rate, as
      in
      effect from time to time. The Reference Rate is a reference rate and does not
      necessarily represent the lowest or best rate actually charged to any customer.
      CIBC or any other Lender may make commercial loans or other loans at rates
      of
      interest at, above or below the Reference Rate.




“ **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 Acquisition Agreements and all documents, agreements,
      certificates and instruments delivered in connection with the Acquisition
      Agreements and the consummation of the Acquisition.




“ **Related
      Businesses** ”
      means
      the gaming businesses (including pari-mutuel betting) conducted of Borrower
      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.




“ **Remediation** ”
      means
      any or all of the following activities to the extent they relate to or arise
      from the presence of Hazardous Materials in the soil or groundwater or both:
      (i)
      monitoring, investigation, cleanup, containment, remediation, removal,
      mitigation, response or restoration work; (ii) obtaining any permits, consents,
      approvals or authorizations of any Government Authority necessary to conduct
      any
      such work; (iii) preparing and implementing any plans or studies for such work;
      (iv) obtaining a written notice from a Government Authority with jurisdiction
      over the Facility under Environmental Laws that no material additional work
      is
      required by such Government Authority; and (v) any other activities necessary
      or
      appropriate or required under Environmental Laws to address the presence of
      Hazardous Materials in the soil or groundwater or both at the
      Facility.




“ **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 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 Capital Stock of Borrower or any of its Subsidiaries
      now or hereafter outstanding, except (x) a dividend payable solely in shares
      of
      that class of stock to the holders of that class, (y) a dividend payable to
      Borrower by any of its Subsidiaries, or (z) a Permitted Tax Distribution,
      (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 Capital Stock of Borrower or any of its Subsidiaries now or hereafter
      outstanding, except Capital Stock owned by Borrower or a Subsidiary Guarantor,
      (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
      Capital Stock of Borrower or any of its Subsidiaries now or hereafter
      outstanding, except Capital Stock owned by Borrower or a Subsidiary Guarantor,
      (iv) any payment of Management Fees or any other similar fees by Borrower
      or any of its Subsidiaries to any Partner or any of its Subsidiaries (other
      than
      any Subsidiary of Borrower) and (v) 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 the Subordinated PIK Indebtedness.




“ **Revolving
      Lender** ”
      means a
      Lender that has a Revolving Loan Commitment and/or that has an outstanding
      Revolving Loan, together with its successors and permitted assigns pursuant
      to
      subsection 10.1.




“ **Revolving
      Loan Commitment** ” means
      the commitment of a Lender to make Revolving Loans to Borrower pursuant to
      subsection 2.1A(iii) ,
      and “ **Revolving
      Loan Commitments** ” means
      such commitments of all Lenders in the aggregate. The Revolving Loan Commitments
      shall be recorded by Administrative Agent in the Register.




“ **Revolving
      Loan Commitment Termination Date** ”
      means
      the earlier of November 16, 2005 or such date as the Term Loans are repaid
      in
      full.




“ **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) if 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 in 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.




“ **Revolving
      Loans** ” means
      the Loans made by Lenders to Borrower pursuant to subsection 2.1A(iii) .




“ **Revolving
      Notes** ” means
      (i) the promissory notes of Borrower issued pursuant to
      subsection 2.1 E(i)(c)
      on the Original Closing Date and/or the Effective Date (or any replacements
      thereof), and (ii) any promissory notes issued by Borrower pursuant
      to
      subsection 10.1B(i) in
      connection with assignments of the Revolving Loan Commitments and Revolving
      Loans of any Lenders, and any replacements thereof, in each case substantially
      in the form of Exhibit VI annexed
      hereto.




“ **Riviera** ”
      means
      Riviera Black Hawk, Inc., a Colorado corporation.




“ **S&P** ”
      means
      Standard & Poor’s, a division of The McGraw-Hill Companies,
      Inc.




“ **SDN
      List** ”
      has the
      meaning assigned to that term in subsection 5.9B .




“ **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,
      certificated or uncertificated, 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.




“ **Security
      Agreement** ” means
      the Security Agreement executed and delivered by each of the Loan Parties on
      December 17, 2001, substantially in the form of Exhibit
      XIII annexed
      hereto.




“ **Sellers** ”
      means
      collectively, C.G. Investments, Inc., CCSC/Blackhawk, Inc., Colorado Grande
      Enterprises, Inc., Matthew J. Williams and Lisa N. Williams.




“ **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.




“ **Subordinated
      PIK Indebtedness** ”
      means
      up to $25,000,000 in original principal amount of Indebtedness provided by
      Isle
      of Capri Casinos, Inc. on terms and conditions satisfactory to Administrative
      Agent, provided that (i) such Indebtedness is subordinated in right of payment
      to the Obligations on terms and conditions satisfactory to Administrative Agent,
      (ii) any interest payable on such Indebtedness is paid solely in additional
      payment-in-kind indebtedness unless the Consolidated Total Leverage Ratio is
      less than 2.50 to 1.00, (iii) the maturity of such Indebtedness is at least
      six
      months longer than the Tranche B Term Loan Maturity Date, and (iv) after giving
      effect to the incurrence of such Indebtedness and the application of the
      proceeds thereof, Borrower 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 Indebtedness.




“ **Subordinated
      PIK Indebtedness Agreement** ”
      means
      the agreement between Borrower and Isle of Capri Casinos, Inc. in form and
      substance satisfactory to Administrative Agent whereby Isle of Capri Casinos,
      Inc. agrees to purchase up to $10,000,000 of Subordinated PIK Indebtedness
      if
      the costs and expenses of the Expansion Project exceed $75,000,000 in the
      aggregate.




“ **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 Subsidiary of Borrower that has executed and delivered a
      counterpart of the Subsidiary Guaranty and has not been released from its
      obligations thereunder as permitted by this Agreement.




“ **Subsidiary
      Guaranty** ” means
      the Subsidiary Guaranty executed and delivered by the existing Subsidiaries
      of
      Borrower on the Original Closing Date and to be executed and delivered by
      additional domestic Subsidiaries of Borrower from time to time thereafter in
      accordance with subsection 6.8 ,
      substantially in the form of Exhibit
      XII annexed.




“ **Supplemental
      Collateral Agent** ” has the
      meaning assigned to that term in subsection 9.1A .




“ **Syndication
      Agent** ” has the
      meaning assigned to that term in the introduction to this
      Agreement.




“ **Target** ”
      has the
      meaning assigned to that term in the Recitals.




“ **Target
      EBITDA** ” means,
      for the twelve-month period ending October 26, 2002, the sum, without
      duplication, of the amounts for such period of (i) consolidated net
      income,
      (ii) consolidated interest expense, (iii) total depreciation
      expense,
      (iv) total amortization expense, (v) other non-recurring and
      non-cash
      items reducing consolidated net income, and (vi) Seller’s corporate overhead
      allocated to Target in the aggregate amount of $1,014,576 for the twelve-month
      period ended October 26, 2002 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 Target in conformity with
      GAAP.




“ **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, including interest,
      penalties, additions to tax and any similar liabilities with respect thereto;
      except that, in the case of a Lender, there shall be excluded (1) taxes that
      are
      imposed on the overall net income or net profits (including franchise taxes
      imposed in lieu thereof) (i) by the United States, (ii) by any
      other
      Government Authority under the laws of which such Lender is organized or has
      its
      principal office or maintains its applicable lending office, or (iii) by any
      jurisdiction solely as a result of a present or former connection between such
      Lender (other than any such connection arising solely from such Lender having
      executed, delivered or performed its obligations or received a payment under,
      or
      enforced any of the Loan Documents) and such jurisdiction, and (2) any branch
      profits taxes imposed by the United States or any similar tax imposed by any
      other jurisdiction in which such Lender is located.




“ **Term
      Loans** ” means,
      collectively, the Tranche A Term Loans and the Tranche B Term
      Loans.




“ **Term
      Loan Notes** ”
      means
      collectively, the Tranche A Term Notes and the Tranche B Term
      Notes.




“ **Tie-in
      Endorsement** ”
      has the
      meaning assigned to that term in subsection 4.1F(iii) .




“ **Title
      Company** ” means
      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 Letter of Credit Usage.




“ **Tranche
      A Term Loan Commitment** ” means
      the commitment of a Lender to make a Tranche A Term Loan to Borrower 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** ”, with
      respect to any Lender, means, as of any date of determination (i) prior
      to
      the funding of the Tranche A Term Loans, that Lender’s Tranche A Term Loan
      Commitment, and (ii), after the funding of the Tranche A Term Loans,
      the
      outstanding principal amount of the Tranche A Term Loans of that
      Lender.




“ **Tranche
      A Term Loan Maturity Date** ” **** means
      November 16, 2005.




“ **Tranche
      A Term Loans** ” means
      the Loans made by Lenders to Borrower outstanding pursuant to subsection 2.1A(i) .




“ **Tranche
      A Term Notes** ” means
      (i) the promissory notes of Borrower issued pursuant to subsection 2.1E to
      evidence the Tranche A Term Loans of any Lenders, and (ii) any promissory
      notes issued by Borrower pursuant to subsection 10.1B(i) in
      connection with assignments of the Tranche A Term Loan Commitments or
      Tranche A Term Loans of any Lenders and any replacements thereof, in
      each
      case substantially in the form of Exhibit IV annexed
      hereto.




“ **Tranche
      B Term Loan Commitment** ” means
      the commitment of a Lender to make a Tranche B Term Loan to Borrower 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** ”, with
      respect to any Lender, means, as of any date of determination, the outstanding
      principal amount of the Tranche B Term Loans of that Lender plus, prior to
      the
      Effective Date, such Lender’s unfunded Tranche B Term Loan
      Commitment.




“ **Tranche
      B Term Loan Maturity Date** ”
      means
      November 16, 2006.




“ **Tranche
      B Term Loans** ” means
      the Loans made by Lenders to Borrower pursuant to subsection 2.1A(ii) .




“ **Tranche
      B Term Notes** ” means
      (i) the promissory notes of Borrower issued pursuant to subsection 2.1E to
      evidence the Tranche B Term Loans of any Lenders, and (ii) any promissory
      notes issued by Borrower pursuant to subsection 10.1B(i) in
      connection with assignments of the Tranche B Term Loan Commitments or
      Tranche B Term Loans of any Lenders and any replacements thereof, in
      each
      case substantially in the form of Exhibit V annexed
      hereto.




“ **Transactions** ”
      has the
      meaning assigned to that term in the Recitals.




“ **Transaction
      Costs** ” means
      the fees, costs and expenses payable by Borrower on or before the date that
      is
      60 days after Effective Date in connection with the Acquisition and the
      transactions contemplated by the Loan Documents.




“ **Type** ”
      means,
      with respect to any Loan, a Tranche A Term Loan, a Tranche B Term Loan or a
      Revolving Loan (each of which is a “ **Type** ”
      of
      Loan).




“ **UCC** ” means
      the Uniform Commercial Code (or any similar or equivalent legislation) as in
      effect in any applicable jurisdiction.




“ **USA
      Patriot Act of 2001** ”
      has the
      meaning assigned to that term in subsection 5.9C .




“ **Voting
      Stock** ”
      means,
      with respect to any Person, the Capital Stock (including any and all rights,
      warrants or options exchangeable for or convertible into such Capital Stock)
      of
      such Person that 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 Borrower to Lenders pursuant to clauses (i) , (ii) , (iii) and (xiii) of
      subsection 6.1 shall be
      prepared in accordance with GAAP as in effect in the United States of America
      at
      the time of such preparation (other than an absence of footnotes with respect
      of
      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 GAAP as in effect in the United States of
      America on the date of determination, applied in a manner consistent with that
      used in preparing 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. 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.




**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.




**D.**  Each
      of
      the parties hereto acknowledges that (i) it has been represented by
      counsel
      in the negotiation and documentation of the terms of this Agreement and the
      other Loan Documents to be executed on or prior to the Effective Date,
      (ii) it has had full and fair opportunity to review and revise the terms
      of
      this Agreement and such other Loan Documents, (iii) this Agreement and
      such
      other Loan Documents have been drafted jointly by all of the parties hereto,
      and
      (iv) neither Administrative Agent nor any Lender has any fiduciary
      relationship with or duty to Borrower arising out of or in connection with
      this
      Agreement or any of the other Loan Documents, and the relationship between
      Administrative Agent and Lenders, on one hand, and Borrower, on the other hand,
      in connection herewith or therewith is solely that of debtor and creditor.
      Accordingly, each of the parties hereto acknowledges and agrees that the terms
      of this Agreement shall not be construed against or in favor of another
      party.




**E.**  (i) Any
      reference in this Agreement or any other Loan Document to any agreement means
      such agreement as it may be amended, restated, supplemented or otherwise
      modified from time to time; (ii) any reference in this Agreement or
      any
      other Loan Document to any law, statute, regulation, rule or other legislative
      action shall mean such law, statute, regulation, rule or other legislative
      action as amended, supplemented, restated or otherwise modified from time to
      time and any successor thereto, and shall include any rule or regulation
      promulgated thereunder; and (iii) any reference in this Agreement or
      any
      Loan Document to a Person shall include the successor or assignee of such
      Person.




**Section
      2.**  **AMOUNTS
      AND TERMS OF COMMITMENTS AND LOANS**




**2.1**
            **Commitments;
                Making of Loans; Optional Notes**.




**A.**  **Commitments** .
      Subject
      to the terms and conditions of this Agreement and in reliance upon the
      representations and warranties of Borrower herein set forth, each Lender hereby
      severally agrees to make the Loans as described in subsections 2.1A(i) , 2.1A(ii) and
      2.1A(iii).




(i)  Tranche
      A Term Loans .
      Borrower acknowledges that Tranche A Term Loans in an aggregate principal amount
      of $40,000,000 were advanced to Borrower on the Original Closing Date. The
      aggregate amount of the Tranche A Term Loans currently outstanding is
      $27,922,000. Amounts borrowed under subsection 2.1A(i) of the Existing Credit
      Agreement and subsequently repaid may not be reborrowed.




(ii)  Tranche
      B Term Loans .
      Borrower acknowledges that Tranche B Term Loans in an aggregate amount equal
      to
      $40,000,000 were advanced to Borrower on the Original Closing Date (of which
      $37,732,000 remains outstanding). The aggregate amount of the Tranche B Term
      Loan Commitments shall be increased from $37,732,000 to $142,732,000. Each
      Lender that has a Tranche B Term Loan Commitment severally agrees to lend
      Borrower the amount of such Lender’s unfunded Tranche B Term Loan Commitment;
      provided that the Tranche B Term Loan Commitments of Lenders shall be adjusted
      to give effect to any assignments of the Tranche B Term Loan Commitments
      pursuant to subsection 10.1B .
      Borrower shall deliver to Administrative Agent a Notice of Borrowing no later
      than 12:00 Noon (New York City time) at least one Business Day prior to the
      Effective Date, requesting a borrowing of the Tranche B Term Loans. The Notice
      of Borrowing shall specify (i) the proposed Funding Date (which shall be a
      Business Day), (ii) the amount of the borrowing, and (iii) that such Loans
      shall
      be Base Rate Loans. Each Lender’s unfunded Tranche B Term Loan Commitment shall
      expire immediately and without further action on the Business Day immediately
      following the Effective Date if the Tranche B Term Loans have not been made
      on
      or before that date. Borrower may make only two borrowings (on the Original
      Closing Date and on the Effective Date) under the Tranche B Term Loan
      Commitment. Amounts borrowed under subsection 2.1A(ii) of the Existing Credit
      Agreement or under this subsection 2.1A(ii) and
      subsequently repaid or prepaid may not be reborrowed.




(iii)  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 Borrower from time to time from and
      after 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. On the Effective Date, any outstanding Revolving
      Loans and participations in Letters of Credit will be reassigned among the
      Revolving Lenders such that the resulting share of the total utilization of
      the
      Revolving Loan Commitment of each Lender will be in accordance with such
      Revolving Lender’s Pro Rata Share as of the Effective Date. The aggregate
      original amount of the Revolving Loan Commitments is $40,000,000 ($10,000,000
      of
      the Revolving Loan Commitments were committed to on the Original Closing Date); provided 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 subsection 2.4B. Each
      Lender’s Revolving Loan Commitment shall expire immediately and without further
      action 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 Lender’s Revolving Loan Commitment in respect of the new $30,000,000 in
      Revolving Loan Commitments shall expire immediately and without further action
      on the Business Day immediately following the Effective Date if the Tranche
      B
      Term Loans have not been made on or before that date. Amounts borrowed under
      this subsection 2.1A(iii) 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.




**B.**  **Borrowing
      Mechanics** .
      Revolving Loans made on any Funding Date shall be in an aggregate minimum amount
      of $250,000 and integral multiples of $100,000 in excess of that amount; provided that
      Revolving Loans made on any Funding Date as LIBOR Loans with a particular
      Interest Period shall be in an aggregate minimum amount of $500,000 and integral
      multiples of $500,000 in excess of that amount. Whenever Borrower desires that
      Lenders make Revolving Loans or Term Loans the Borrower 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 LIBOR Loan) or at least one Business Day in advance of the
      proposed Funding Date (in the case of a Base Rate Loan). 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 Revolving Loans not made on the Effective Date, whether such Loans shall
      be
      Base Rate Loans or LIBOR Loans, (iv) in the case of any Loans requested
      to
      be made as LIBOR Loans, the initial Interest Period requested therefor and
      (v) information about the account of Borrower to be credited. Loans
      may be
      continued as or converted into Base Rate Loans and LIBOR Loans in the manner
      provided in subsection 2.2D .
      All
      Loans made on the Effective Date shall be made as Base Rate Loans. In lieu
      of
      delivering the above-described Notice of Borrowing for any Loans not made on
      the
      Effective Date, Borrower 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 the date such notice was
      given.




Neither
      Administrative Agent nor any Lender shall incur any liability to Borrower 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 Borrower 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 Borrower shall have effected Loans
      hereunder.




Borrower
      shall notify Administrative Agent prior to the funding of any Loans if any
      of
      the matters to which Borrower 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 Borrower of the proceeds of any Loans shall constitute a
      re-certification by Borrower, as of the applicable Funding Date, as to the
      matters to which Borrower 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 LIBOR Loan (or telephonic notice in lieu thereof)
      shall be irrevocable once Administrative Agent receives such notice, and
      Borrower shall be bound to make a borrowing in accordance
      therewith.




**C.**  **Disbursement
      of Funds** . **** 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 neither Administrative Agent nor
      any
      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 for that Type of Loan of the proposed borrowing. Each such Lender shall
      make the amount of its Loan available to Administrative Agent not later than
      Noon (New York City time) on the applicable Funding Date, in same day funds
      in
      Dollars, at the Administrative Agent’s Office. Except as provided in subsection 2.1A(iii) or
      subsection 3.3B with
      respect to Revolving Loans used 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 Borrower 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 to be wire transferred
      to
      the account of Borrower as specified in the applicable Notice of
      Borrowing.




Unless Administrative
      Agent shall
      have been notified by any Lender prior to a 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 Borrower
      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 Borrower and Borrower 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 for such Type of 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 Borrower 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 Borrower 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 and Revolving Loan Commitment and the Tranche A Term Loans,
      Tranche B Term Loans and Revolving Loans from time to time of each Lender,
      and
      each repayment or prepayment in respect of the principal amount of the Term
      Loans or Revolving Loans of each Lender. Any such recordation shall be
      conclusive and binding on Borrower 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 Borrower’s Obligations in respect of any
      applicable Loans.




(iii)  Each
      Lender may record on its internal records (including the Notes held by such
      Lender) the amount of the Tranche A Term Loans, Tranche B Term Loans and each
      Revolving Loan made by it and each payment in respect thereof. Any such
      recordation shall be conclusive and binding on Borrower, 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 Borrower’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 (absent manifest
      error).




(iv)  Borrower,
      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)  Borrower
      hereby designates CIBC to serve as Borrower’s agent solely for purposes of
      maintaining the Register as provided in this subsection 2.1D ,
      and
      Borrower 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.**  **Optional
      Notes** . **** If so
      requested by any Lender by written notice to Borrower (with a copy to
      Administrative Agent) at least two Business Days prior to the Effective Date
      or
      at any time thereafter, Borrower shall execute and deliver on the Effective
      Date
      or within three Business Days after receipt of a written request therefor to
      the
      requesting Lender (or to Administrative Agent for that Lender if requested
      by
      such Lender) (a) a Tranche A Term Loan Note substantially in the form of Exhibit
      IV 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 Loan Note substantially in the form of Exhibit
      V 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, and/or
      (c) a Revolving Note substantially in the form of Exhibit
      VI 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; provided that any
      Existing Lender requesting a Note must deliver any Note or Notes issued in
      its
      favor under the Existing Credit Agreement or deliver a lost note affidavit
      satisfactory to Administrative Agent and Borrower stating that such Note or
      Notes have been lost and providing for indemnification of Borrower prior to
      delivery of a new Note hereunder.




Administrative
      Agent may deem and treat the payee of any Note (or Loan) 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 (or
      Loan)
      shall be conclusive and binding on any subsequent holder, assignee or transferee
      of that Note (or Loan) or of any Note or Notes issued in exchange
      therefor.




**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 Adjusted LIBOR.
      The applicable basis for determining the rate of interest with respect to any
      Term Loan or any Revolving Loan shall be selected by Borrower 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
      Tranche A Term Loans, the Tranche B 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 for such Type of Loans; or




(ii)  if
      a
      LIBOR Loan, then at the sum of Adjusted LIBOR plus the
      Applicable LIBOR Margin for such Type of Loans.




Upon
      delivery of the Margin Determination Certificate by Borrower to Administrative
      Agent pursuant to subsection 6.1(xviii) ,
      the
      Applicable Base Rate Margin and Applicable LIBOR 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(xviii) ,
      from
      the time such Margin Determination Certificate was required to be delivered
      until delivery of such Margin Determination Certificate, the Applicable Base
      Rate Margin shall be 3.00% for each Type of Loan, and the Applicable LIBOR
      Margin shall be 4.00% for each Type of Loan, and (2) if a Margin Determination
      Certificate erroneously indicates an applicable margin (x) more favorable to
      Borrower than should be afforded by the actual calculation of the Consolidated
      Total Leverage Ratio, Borrower shall promptly pay additional interest and letter
      of credit fees to correct for such error and (y) less favorable to Borrower
      than
      should be afforded by the actual calculation of the Consolidated Total Leverage
      Ratio, so long as no Event of Default or Potential Event of Default has occurred
      and is continuing, Lenders shall promptly reimburse Borrower an amount equal
      to
      such excess interest and letter of credit fees to correct for such
      error.




**B.**  **Interest
      Periods** . **** In
      connection with each LIBOR Loan, Borrower 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 Borrower’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 LIBOR Loan shall commence on the Funding Date
      in
      respect of such Loan, in the case of a Loan initially made as a LIBOR Loan,
      or
      on the date specified in the applicable Notice of Conversion/Continuation,
      in
      the case of a Loan converted to a LIBOR Loan;




(ii)  in
      the
      case of immediately successive Interest Periods applicable to a LIBOR 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 the Tranche A Term Loan Maturity Date, no Interest Period with
      respect to any portion of the Tranche B Term Loans shall extend beyond the
      Tranche B Term Loan Maturity Date, 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 Borrower 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 LIBOR 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 twelve (12) Interest Periods outstanding at any
      time;




(viii)  if
      Borrower fails to specify an Interest Period for any LIBOR Loan in the
      applicable Notice of Borrowing or Notice of Conversion/Continuation, Borrower
      shall be deemed to have selected an Interest Period of one month;
      and




(ix)  no
      Interest Period with respect to any portion of the Revolving Loans shall extend
      beyond the date on which a permanent reduction of the Revolving Loan Commitments
      is scheduled to occur unless the sum of (a) the aggregate principal
      amount
      of Revolving Loans that are Base Rate Loans plus (b) the aggregate principal amount of Revolving Loans that are LIBOR
      Loans
      with Interest Periods expiring on or before such date plus (c) the excess of the Revolving Loan Commitments then in effect over
      the
      aggregate Total Utilization of Revolving Loan Commitments then outstanding
      equals or exceeds the permanent reduction of the Revolving Loan Commitments
      that
      is scheduled to occur on such date.




**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 if
      any Revolving Loans that are Base Rate Loans are prepaid pursuant to subsection 2.4B(i) ,
      interest accrued on such 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** .




(i)  Subject
      to the provisions of subsection 2.6, Borrower shall have the option (a) to
      convert at any time all or any part of its outstanding Term Loans or Revolving
      Loans 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, in each case in the minimum amount of $1,000,000 and integral multiples
      of $1,000,000 and (b) upon the expiration of any Interest Period applicable
      to a
      LIBOR Loan, to continue all or any portion of such Loan in the minimum amount
      of
      $2,500,000 and integral multiples of $1,000,000 in excess of that amount as
      a
      LIBOR Loan; provided, however, that a LIBOR Loan may only be converted into
      a
      Base Rate Loan on the expiration date of an Interest Period applicable
      thereto.




(ii)  Borrower
      shall deliver a Notice of Conversion/Continuation to Administrative Agent no
      later than 10:00 AM (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 LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver
      a Notice of Conversion/Continuation as described above or if any proposed
      conversion/continuation under this subsection 2.2D is not permitted hereunder,
      Borrower shall be deemed to have elected to convert such LIBOR Loan to a Base
      Rate Loan on the last day of the then-expiring Interest Period.




(iii)  A
      Notice
      of Conversion/Continuation shall specify (a) the proposed
      conversion/continuation date (which shall be a Business Day), (b) the amount
      and
      Type of the Loan to be converted/continued, (c) the nature of the proposed
      conversion/continuation, (d) in the case of a conversion to, or a continuation
      of, a LIBOR Loan, the requested Interest Period, and (e) in the case of a
      conversion to, or a continuation of, a LIBOR 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, Borrower
      may
      give Administrative Agent telephonic notice by the required time of any proposed
      conversion/continuation under this subsection 2.2D, provided that Administrative
      Agent shall receive a Notice of Conversion/Continuation to confirm such
      telephonic notice no later than 2:00 P.M. (New York City time) on the day on
      which such telephonic notice is given. 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
      electronic mail (or by telephone promptly confirmed by telefacsimile or
      electronic mail) to each Lender.




(iv)  Neither
      Administrative Agent nor any Lender shall incur any liability to Borrower 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 Borrower 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 Borrower
      shall have effected a conversion or continuation, as the case may be,
      hereunder.




(v)  Except
      as
      otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of a proposed
      conversion to, or continuation of, a LIBOR Loan (whether by delivery of a Notice
      of Conversion/Continuation or telephonic notice) shall be irrevocable once
      Administrative Agent receives such notice, and Borrower 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 LIBOR 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 that 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 LIBOR Loans, upon the expiration of the Interest Period in effect
      at
      the time any such increase in interest rate is effective such LIBOR Loans shall
      thereupon become Base Rate Loans and shall thereafter bear interest (including
      post-petition interest in any proceeding under the Bankruptcy Code or other
      applicable bankruptcy laws) payable upon demand at a rate that 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 and other Obligations shall be computed (i) in the case
      of
      Base Rate Loans, on the basis of a 365-day year or 366-day year, as the case
      may
      be, and (ii) in the case of LIBOR Loans and other Obligations (other
      than
      Base 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 LIBOR Loan, the date of conversion of such LIBOR 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 LIBOR Loan,
      the date of conversion of such Base Rate Loan to such LIBOR 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.




**G.**  **Maximum
      Rate** . **** Notwithstanding
      the foregoing provisions of this subsection 2.2 ,
      in no
      event shall the rate of interest payable by Borrower with respect to any Loan
      exceed the maximum rate of interest permitted to be charged under applicable
      law.




**2.3**
            **Fees**.




**A.**  **Revolving
      Loan Commitment Fees** . **** Borrower
      agrees to pay to Administrative Agent, for distribution to each Lender in
      proportion to that Lender’s Pro Rata Share of the Revolving Loan Commitments,
      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 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.




**B.**  **Other
      Fees** . **** Borrower
      agrees to pay to Lead Arranger and Administrative Agent such fees in the amounts
      and at the times separately agreed upon between Borrower, Lead Arranger and
      Administrative Agent.




**2.4**
            **Repayments**,**Prepayments and Reductions in 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 .
      Borrower shall make principal payments on the Tranche A Term Loans in
      installments on the last Business Day of each of the months and in the amounts
      set forth below:




Date
            Scheduled
                RepaymentJune,
                2003
            $2,500,000September,
                2003
            $2,500,000December,
                2003
            $2,500,000March,
                2004
            $2,500,000June,
                2004
            $2,500,000September,
                2004
            $2,500,000December,
                2004
            $2,500,000March,
                2005
            $3,000,000June,
                2005
            $3,000,000September,
                2005
            $3,000,000Tranche
                A Term Loan Maturity Date
            $1,446,000







; 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) ;
      and 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 Tranche A Term Loan
      Maturity Date, and the final installment payable by Borrower 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
      Borrower under this Agreement with respect to the Tranche A Term
      Loans.




(ii)  Scheduled
      Payments of Tranche B Term Loans .
      Borrower shall make principal payments on the Tranche B Term Loans in
      installments on the last Business Day of each of the months and in the amounts
      set forth below:




Date
            Scheduled
                RepaymentJune,
                2003
            $362,500September,
                2003
            $362,500December,
                2003
            $362,500March,
                2004
            $362,500June,
                2004
            $362,500September,
                2004
            $362,500December,
                2004
            $362,500March,
                2005
            $362,500June,
                2005
            $362,500September,
                2005
            $362,500December,
                2005
            $362,500March,
                2006
            $9,862,500June,
                2006
            $9,862,500September,
                2006
            $9,862,500Tranche
                B Term Loan Maturity Date
            $109,187,000







; 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) ;
      and 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 Tranche B Term Loan
      Maturity Date, and the final installment payable by Borrower 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
      Borrower under this Agreement with respect to the Tranche B Term
      Loans.




**B.**  **Prepayments
      and Unscheduled Reductions in Revolving Loan Commitments** .




(i)  Voluntary
      Prepayments and Repayments .
      Borrower may, upon not less than one Business Day’s irrevocable prior written or
      telephonic notice, in the case of Base Rate Loans, and three Business Days’
      irrevocable prior written or telephonic notice, in the case of LIBOR 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 written or telephonic notice Administrative Agent
      will promptly transmit by telefacsimile or electronic mail to each Lender for
      the Loans to be prepaid), prepay any Tranche A Term Loans, Tranche B Term Loans
      and repay 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 LIBOR Loan may only be prepaid or repaid on the expiration
      of
      the Interest Period applicable thereto. Notice of prepayment or repayment having
      been given as aforesaid, the principal amount of the Loans specified in such
      notice shall become due and payable on the prepayment or repayment date
      specified therein. Any such voluntary prepayment shall be applied as specified
      in subsection 2.4B(iv) .




(ii)  Voluntary
      Reductions of Revolving Loan Commitments .
      Borrower may, upon not less than three Business Days’ irrevocable prior written
      or telephonic notice to Administrative Agent (and if given by telephone,
      promptly confirmed in writing to Administrative Agent) (which written or
      telephonic notice Administrative Agent will promptly transmit 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. Borrower’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
      Borrower’s notice and shall reduce the Revolving Loan Commitment of each
      Revolving 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 Borrower
      or
      any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any Asset
      Sale, (1) Borrower shall prepay the Loans and/or (2) 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 Borrower or any of its
      Subsidiaries from any Asset Sales permitted under subsection 7.7 shall be
      excluded from the requirements of this subsection 2.4B(iii)(a) to the extent
      such proceeds are reinvested or Borrower has committed to the Administrative
      Agent and the Lenders in writing to reinvest such proceeds 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 Borrower has not
      committed in writing to reinvest such proceeds 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 Borrower or any of its Subsidiaries of any Net
      Insurance/Condemnation Proceeds that are required to be applied to prepay the
      Loans and/or reduce the Revolving Loan Commitments pursuant to the provisions
      of
      the Existing Isle-Black Hawk Mortgage, First Amendment to Mortgage, any
      Acquisition Property Mortgage or any Additional Mortgage, as the case may be,
      Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall
      be
      permanently reduced in an aggregate amount equal to the amount of such Net
      Insurance/Condemnation Proceeds; provided, however, that such Net
      Insurance/Condemnation Proceeds shall be excluded from the requirements of
      this
      subsection 2.4B(iii)(b) to the
      extent (i) Borrower or such Subsidiary determines to utilize such Net
      Insurance/Condemnation Proceeds to replace, rebuild or repair the asset damaged,
      destroyed or taken, (ii) Borrower or such Subsidiary so utilizes or has
      committed to the Administrative Agent and the Lenders in writing to so utilize
      such Net Insurance/Condemnation Proceeds within 180 days after the receipt
      of
      such proceeds, and (iii) such Net Insurance/Condemnation Proceeds do not exceed
      $20,000,000 in the aggregate and Borrower has the financial capacity to complete
      such replacement, rebuilding or repair; 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 Indebtedness .
      On the
      date of receipt by Borrower or any of its Subsidiaries of the Net Debt Proceeds
      from the issuance of any Indebtedness of Borrower or any of its Subsidiaries,
      other than pursuant to subsection 7.1(i) , (ii) , (iii) , (iv) or (vi) ,
      Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall
      be
      permanently reduced in an aggregate amount equal to 100% of such Net Debt
      Proceeds.




(d)  Prepayments
      and Reductions from Consolidated Excess Cash Flow .
      If
      there shall be Consolidated Excess Cash Flow for any Fiscal Quarter commencing
      after completion of the Expansion Project, Borrower shall, no later than 45
      days
      (but with respect to any fourth Fiscal Quarter, no later than 90 days) after
      the
      end of such Fiscal Quarter, prepay the Loans in an aggregate amount equal to
      the
      Applicable Percentage of such Consolidated Excess Cash Flow in effect as of
      the
      end of such Fiscal Quarter .




(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),
      Borrower 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, Net
      Debt Proceeds, or Consolidated Excess Cash Flow, as the case may be, that gave
      rise to such prepayment and/or reduction. If Borrower subsequently determines
      that the actual Net Proceeds Amount was greater than the amount set forth in
      such Officer’s Certificate (including if any actual taxes to be paid as a result
      of an Asset Sale is less than the estimated taxes to be paid as a result of
      such
      Asset Sale), Borrower 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 Borrower shall
      concurrently therewith deliver to Administrative Agent an Officer’s Certificate
      demonstrating the derivation of the additional Net Proceeds Amount resulting
      in
      such excess. If it is subsequently determined that the Borrower has overpaid
      any
      prepayment amounts pursuant to subsection 2.4B(iii)(d), Borrower will receive
      a
      credit in the amount of such overpayment to be used to set-off against any
      future prepayments Borrower makes pursuant to subsection 2.4(iii)(d).




(f)  Repayments
      Due to Reductions or Restrictions of Revolving Loan Commitments .
      Borrower shall from time to time repay the Revolving Loans and, to the extent
      that the Revolving Loans have been paid in full, cash collateralize all
      outstanding Letters of Credit, 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 .
      Subject
      to the provisions of subsection 2.4 D ,
      any
      voluntary prepayments pursuant to subsection 2.4B(i) shall be
      applied to repay the Term Loans; after the Term Loans are repaid in full the
      Revolving Loan Commitments shall terminate and all outstanding Revolving Loans
      shall be paid in full and all Letters of Credit shall be terminated or cash
      collateralized in a manner satisfactory to Issuing Lender. Any voluntary
      prepayments of the Term Loans pursuant to subsection 2.4B(i) shall be
      applied to prepay the outstanding Tranche A Term Loans and Tranche B Term Loans
      on a pro rata basis (in accordance with the respective outstanding principal
      amounts thereof). Any voluntary prepayments of Tranche A Term Loans and/or
      Tranche B Term Loans shall be applied to reduce the scheduled installments
      of
      principal of the Tranche A Term Loans and Tranche B Term Loans set forth in
      subsections 2.4A(i) - (ii) ,
      respectively, in inverse order of maturity; provided ,
      however, that Borrower, at its option, may apply such voluntary prepayments first to
      reduce the immediately succeeding two scheduled installments of principal of
      Tranche A Term Loans and Tranche B Term Loans set forth in subsections 2.4A(i) - (ii) ,
      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 and Tranche B Term
      Loans set forth in subsections 2.4A(i) - (ii) ,
      respectively, in inverse order of maturity.




(b)  Application
      of Mandatory Prepayments by Type of Loans .




(1)  Subject
      to the provisions of subsection 2.4 D ,
      any
      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) - (c) shall be
      applied first to
      prepay the Term Loans to the full extent thereof and second ,
      to the
      extent of any remaining portion of such amount, to prepay the Revolving Loans
      in
      full; after the Term Loans are repaid in full, the Revolving Loan Commitments
      shall terminate and all outstanding Revolving Loans shall be paid in full and
      all Letters of Credit shall be terminated or cash collateralized in a manner
      satisfactory to Issuing Lender. If an Event of Default has occurred and is
      continuing, any amount required to be applied as a mandatory prepayment shall
      be
      applied as set forth in subsection 2.4D .




(2)  Subject
      to the provisions of subsection 2.4 D ,
      any
      amount required to be applied as a mandatory prepayment of the Loans and/or
      a
      reduction of the Revolving Loan Commitments pursuant to subsection 2.4B(iii)(d) shall be
      applied first to
      prepay the Revolving Loans to the full extent thereof then to cash collateralize
      all letters of credit, and the Revolving Loan Commitments shall be reduced
      by
      such amount and second ,
      after
      the Revolving Loan Commitments have been reduced to $0, to prepay the Term
      Loans
      in full. If an Event of Default has occurred and is continuing, any amount
      required to be applied as a mandatory prepayment shall be applied as set forth
      in subsection 2.4D .




(c)  Application
      of Mandatory Prepayments of Term Loans to Tranche A Term Loans and Tranche
      B
      Term Loans and the Scheduled Installments of Principal Thereof .
      Any
      mandatory prepayments of the Term Loans pursuant to subsection 2.4B(iii) ,
      subject
      to the provisions of subsection 2.4D ,
      shall
      be applied to prepay the Tranche A Term Loans and the Tranche B Term Loans
      on a
      pro rata basis (in accordance with the respective outstanding principal amounts
      thereof) and shall be applied to reduce the scheduled installments of principal
      of the Tranche A Term Loans or the Tranche B Term Loans, as the case may be,
      set
      forth in subsection 2.4A(i) - (ii) ,
      respectively, in inverse chronological order of maturity.




(d)  Application
      of Prepayments to Base Rate Loans and LIBOR Loans .
      Considering Tranche A Term Loans, Tranche B Term Loans and Revolving Loans
      being
      prepaid separately, any prepayment thereof shall be applied first to Base Rate
      Loans to the full extent thereof before application to LIBOR Loans, in each
      case
      in a manner which minimizes the amount of any payments required to be made
      by
      Borrower 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, Borrower 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)
      Borrower shall grant to Administrative Agent, on behalf of Lenders, a First
      Priority 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 Borrower makes such deposit
      (a) only the outstanding Base Rate Loans shall be required to be prepaid on
      such
      Prepayment Date and the LIBOR Loans shall be deemed to be outstanding and accrue
      interest until prepaid, 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
      LIBOR 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 Borrower.




**C.**  **General
      Provisions Regarding Payments** .




(i)  Manner
      and Time of Payment .
      All
      payments by Borrower of principal, interest, fees and other Obligations 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 12:00 Noon (New York City time) on the date due at Administrative Agent’s
      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 Borrower on
      the
      next succeeding Business Day. Notwithstanding the foregoing, payments of amounts
      deposited in the Investment Account pursuant to the proviso to subsection 2.4B(iv)(d) shall be
      deemed to have been paid by Borrower on the applicable date or dates such
      amounts are applied to prepay LIBOR Loans. Borrower 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 .
      Prior
      to any payments being applied to principal or interest under this Agreement
      or
      under the Notes, such payments shall first be applied to any Obligations (other
      than principal or interest due under the Loan Documents) then due and payable,
      as determined in the reasonable opinion of Administrative Agent.




(iii)  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.




(iv)  Apportionment
      of Payments .
      Aggregate principal and interest payments in respect of Term Loans and Revolving
      Loans 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 in the Register 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, if any, when received by
      Administrative Agent pursuant to subsection 2.3 .
      Notwithstanding the foregoing provisions of this subsection 2.4C(iv) ,
      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
      LIBOR Loans, Administrative Agent shall give effect thereto in apportioning
      payments received thereafter.




(v)  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.




(vi)  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 use reasonable
      efforts to 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 Borrower
      hereunder or under such Note with respect to any Loan or any payments of
      principal or interest on such Note or result in any liability for such Lender;
      and provided, however, further, that in the event of any inconsistency the
      Register shall govern (absent manifest error).




**D.**  **Application
      of Proceeds of Collateral and Payments after Event of
      Default** .




Upon
      the
      occurrence and during the continuation of an Event of Default, (a) all payments
      received on account of the Obligations, whether from Borrower, from any
      Subsidiary Guarantor or otherwise, shall be applied by Administrative Agent
      against the Obligations and (b) 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 each case in the following order of priority:




(i)  To
      the
      payment of all costs and expenses of such sale, collection or other realization,
      including the reasonable fees and expenses of 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 compensation (including the fees
      described in subsection 2.3), reimbursement and indemnification under any Loan
      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 Loan
      Documents, all in accordance with subsections 9.4, 10.2 and 10.3 and the other
      terms of this Agreement and the other Loan Documents;




(ii)  thereafter
      to the payment of all other Secured Obligations (as defined in such Collateral
      Document) or Guarantied Obligations (as defined in the Subsidiary Guaranty)
      for
      the ratable benefit of the holders thereof (subject to the provisions of
      subsection 2.4C(ii)); and




(iii)  thereafter
      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.




**2.5**
            **Use
                of Proceeds**.




**A.**  **Term
      Loans** .
      The
      proceeds of the Term Loans shall be applied by Borrower to consummate the
      Acquisition, to pay associated Transaction Costs and for working capital.




**B.**  **Revolving
      Loans** .
      The
      proceeds of any Revolving Loans shall be applied by Borrower for working capital
      and other general corporate purposes, including capital expenditures,
      refinancings, acquisitions and investments made in accordance with the terms
      hereof.




**C.**  **Margin
      Regulations** .
      No
      portion of the proceeds of any borrowing under this Agreement shall be used
      by
      Borrower or any of its Subsidiaries in any manner that might cause the borrowing
      or the application of such proceeds to violate Regulation T, Regulation U 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 LIBOR Loans**.




Notwithstanding
      any other provision of this Agreement to the contrary, the following provisions
      shall govern with respect to LIBOR Loans as to the matters covered:




**A.**  **Determination
      of Applicable Interest Rate** . **** As
      soon
      as practicable after 12:00 Noon (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 LIBOR 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
      Borrower and each Lender.




**B.**  **Inability
      to Determine Applicable Interest Rate** .
      If
      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 LIBOR 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 LIBOR, Administrative Agent
      shall on such date give notice (by telefacsimile or by telephone confirmed
      in
      writing) to Borrower and each Lender of such determination, whereupon
      (i) no Loans may be made as, or converted to, LIBOR Loans until such
      time
      as Administrative Agent notifies Borrower 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 Borrower with respect to the
      Loans
      in respect of which such determination was made shall be deemed to be for a
      Base
      Rate Loan.




**C.**  **Illegality
      or Impracticability of LIBOR Loans** .
      If on
      any date any Lender shall have determined (which determination shall be final,
      conclusive and binding upon all parties hereto but shall be made only after
      consultation with Borrower and Administrative Agent) that the making,
      maintaining or continuation of its LIBOR 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 Borrower 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, LIBOR 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 LIBOR Loan then being requested by Borrower
      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 LIBOR 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 LIBOR Loan
      then being requested by Borrower pursuant to a Notice of Borrowing or a Notice
      of Conversion/Continuation, Borrower shall have the option, subject to the
      provisions of subsection 2.6 D ,
      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 2.7C shall
      affect the obligation of any Lender other than an Affected Lender to make or
      maintain Loans as, or to convert Loans to, LIBOR Loans in accordance with the
      terms of this Agreement.




**D.**  **Compensation
      For Breakage or Non-Commencement of Interest Periods** . **** Borrower
      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 LIBOR 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 LIBOR 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
      LIBOR 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 or conversion occasioned
      by the circumstances described in subsection 2.6 C )
      or
      other principal payment or any conversion of any of its LIBOR 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 LIBOR Loans is not made on any
      date
      specified in a notice of prepayment given by Borrower, (iv) as a
      consequence of any other default by Borrower in the repayment of its LIBOR
      Loans
      when required by the terms of this Agreement, or (v) as a consequence of
      becoming a Replaced Lender pursuant to subsection 2.9B.




**E.**  **Booking
      of LIBOR Loans** .
      Any
      Lender may make, carry or transfer LIBOR 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 LIBOR 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 LIBOR Loans
      through the purchase of a Eurodollar deposit bearing interest at the rate
      obtained pursuant to clause (i) of the definition of Adjusted LIBOR in an amount
      equal to the amount of such LIBOR 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 whether or not its LIBOR Loans had been funded
      in
      such manner; provided ,
      however, that each Lender may fund each of its LIBOR 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.**  **LIBOR
      Loans After Default** .
      After
      the occurrence of and during the continuation of a Potential Event of Default
      or
      an Event of Default, (i) Borrower may not elect to have a Loan be made
      or
      maintained as, or converted to, a LIBOR 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 Borrower
      with
      respect to a requested borrowing or conversion/continuation that has not yet
      occurred shall be deemed to be rescinded by Borrower.




**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), if any Lender
      (including any Issuing 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 Government 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 Government Authority or quasi-Government
      Authority (whether or not having the force of law):




(i)  subjects
      such Lender (or its applicable lending office) to any additional Tax with
      respect to this Agreement or any of its obligations hereunder (including with
      respect to issuing or maintaining any Letters of Credit or purchasing or
      maintaining any participations therein or maintaining any Commitment 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,
      insurance charge 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 LIBOR
      Loans that are reflected in the definition of Adjusted LIBOR); 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 its Loans or Commitments or 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 Lender (or its applicable lending office) with
      respect thereto; then, in any such case, Borrower 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 Borrower (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 Borrower shall be liable for such additional amounts only if
      such
      Lender shall have delivered such written statement to Borrower 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
      Borrower shall be liable only for such additional amounts arising after delivery
      to Borrower of such written statement.




**B.**  **Withholding
      of Taxes** .




(i)  Payments
      to Be Free and Clear .
      All
      sums payable by Borrower 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 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 Borrower 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
      Borrower 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 Borrower
      to Administrative Agent or any Lender under any of the Loan
      Documents:




(a)  Borrower
      shall notify Administrative Agent of any such requirement or any change in
      any
      such requirement as soon as Borrower becomes aware of it;




(b)  Borrower
      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 Borrower) 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 Borrower 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, Borrower shall deliver to
      Administrative Agent and the affected Lenders evidence satisfactory to
      Administrative Agent and the affected Lenders 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 (i) to the extent such additional amount relates to a portion of
      any
      sums paid or payable to such Lender under any of the Loan Documents with respect
      to which such Lender does not act for its own account or (ii) except to the
      extent that any change after the date on which such Lender became a 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 on the date on which such Lender became a Lender,
      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 2.7 B(iii),
      a
“ **Non-US
      Lender** ”)
      shall
      deliver to Administrative Agent and to Borrower, 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 Borrower or Administrative Agent (each in
      the
      reasonable exercise of its discretion), two original copies of Internal Revenue
      Service Form W-8BEN or W-8ECI (or any successor forms) properly completed and
      duly executed by such Non-US Lender, or, in the case of a Non-US Lender claiming
      exemption from United States federal withholding tax under Section 871(h) or
      881(c) of the Internal Revenue Code with respect to payments of “portfolio
      interest”, a Form W-8BEN, and, in the case of a Non-US Lender that has certified
      in writing to Administrative Agent that it is not a “bank” (as defined in
      Section 881(c)(3)(A) of the Internal Revenue Code), a certificate (the
“ **Certificate
      re: Non-Bank Status** ”)
      of
      such Non-US Lender certifying that such Non-US Lender is not (i) a “bank”
      for purposes of Section 881(c) of the Internal Revenue Code, (ii) a
      ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the
      Internal Revenue Code) of Borrower, or (iii) a controlled foreign
      corporation related to Borrower (within the meaning of Section 864(d)(4) of
      the
      Internal Revenue Code) in each case together with any other certificate or
      statement of exemption required under the Internal Revenue Code or the
      regulations issued thereunder to establish that such Non-US Lender is not
      subject to United States withholding tax with respect to any payments to such
      Non-US Lender of interest payable under any of the Loan Documents.




(b)  Each
      Non-US Lender, to the extent it does not act or ceases to act for its own
      account with respect to any portion of any sums paid or payable to such Lender
      under any of the Loan Documents (for example, in the case of a typical
      participation by such Lender), shall deliver to Administrative Agent and to
      Borrower, on or prior to the Effective Date (in the case of each Non-US Lender
      listed on the signature pages hereof), on or prior to the date of the Assignment
      Agreement pursuant to which it becomes a Lender (in the case of each other
      Non-US Lender), or on such later date when such Non-US Lender ceases to act
      for
      its own account with respect to any portion of any such sums paid or payable,
      and at such other times as may be necessary in the determination of Borrower
      or
      Administrative Agent (each in the reasonable exercise of its discretion), (1)
      two original copies of the forms or statements required to be provided by such
      Non-US Lender under subsection 2.8 B(iii)(a),
      properly completed and duly executed by such Non-US Lender, to establish the
      portion of any such sums paid or payable with respect to which such Non-US
      Lender acts for its own account that is not subject to United States withholding
      tax, and (2) two original copies of Internal Revenue Service Form W-8IMY (or
      any
      successor forms) properly completed and duly executed by such Non-US Lender,
      together with any information, if any, such Non-US Lender chooses to transmit
      with such form, and any other certificate or statement of exemption required
      under the Internal Revenue Code or the regulations issued thereunder, to
      establish that such Non-US Lender is not acting for its own account with respect
      to a portion of any such sums payable to such Non-US Lender.




(c)  Each
      Non-US Lender hereby agrees, from time to time after the initial delivery by
      such Non-US Lender of such forms, whenever a lapse in time or change in
      circumstances renders such forms, certificates or other evidence so delivered
      obsolete or inaccurate in any material respect or if, by virtue of a change
      in
      law or regulations, such forms are no longer valid evidence of a Person’s
      exemption from withholding tax which is reasonably satisfactory to Borrower,
      that such Non-US Lender shall promptly (1) deliver to Administrative
      Agent
      and to Borrower two original copies of renewals, amendments or additional or
      successor forms, properly completed and duly executed by such Non-US Lender,
      together with any other certificate or statement of exemption required in order
      to confirm or establish that such Non-US Lender is not subject to United States
      withholding tax with respect to payments to such Non-US Lender under the Loan
      Documents and, as the case may be, that such Non-US Lender does not act for
      its
      own account with respect to any portion of any such payments, or (2) notify
      Administrative Agent and Borrower of its inability to deliver any such forms,
      certificates or other evidence.




(d)  Borrower
      shall not be required to pay any additional amount to any Non-US Lender under
      clause (c) of subsection 2.7 B(ii)
      (1)
      with respect to any Tax required to be deducted or withheld on the basis of
      the
      information, certificates or statements of exemption such Lender chooses to
      transmit with an Internal Revenue Service Form W-8IMY pursuant to subsection
      2.7B(iii)(b)(2) or (2) if such Non-US Lender shall have failed to satisfy the
      requirements of clause (a), (b) or (c)(1) of this subsection 2.7 B(iii); provided that if
      such Non-US Lender shall have satisfied the requirements of subsection 2.7 B(iii)(a)
      on the date such Non-US Lender became a Lender, nothing in this subsection 2.7 B(iii)(d)
      shall relieve Borrower of its obligation to pay any amounts pursuant to
      subsection 2.7 B(ii)(c)
      if, 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 Non-US Lender is no longer properly entitled to
      deliver forms, certificates or other evidence at a subsequent date establishing
      the fact that such Non-US Lender is not subject to withholding as described
      in
      subsection 2.7 B(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 Government 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 Government 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 Borrower from such Lender of the statement referred to
      in
      the next sentence, Borrower 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 Borrower (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**.




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/or 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 be disadvantageous to such Lender or Issuing Lender or 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 2.8 unless
      Borrower 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 Borrower pursuant to this subsection 2.8 (setting
      forth in reasonable detail the basis for requesting such amount) submitted
      by
      such Lender or Issuing Lender to Borrower (with a copy to Administrative Agent)
      shall be conclusive absent manifest error.




**2.9**
            **Replacement
                of Lenders**.




If
      Borrower receives a notice pursuant to subsection 2.6C ,
      2.7A,
      2.7C or 3.6 or a notice from any applicable Gaming Authority that a Lender
      is no
      longer qualified or suitable to make Loans to Borrower under the applicable
      Gaming Laws (and such Lender is notified by Borrower and Administrative Agent
      in
      writing of such disqualification), including because such Lender has been denied
      a license, qualification or finding of suitability or has failed to deliver
      information required under applicable Gaming Laws, Borrower 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 2.9,
      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 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, and (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
      (ii) all obligations (including, without limitation, all such amounts, if any,
      owing under subsection 2.6D) of Borrower 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 Borrower, 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 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 Borrower requesting that Revolving Lenders make Revolving Loans
      pursuant to subsection 2.1A(iii) ,
      Borrower 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 Borrower for the purposes specified
      in the definition of Letters of Credit. Subject to the terms and conditions
      of
      this Agreement and in reliance upon the representations and warranties of
      Borrower herein set forth, any one or more Revolving Lenders may, but (except
      as
      provided in subsection 3.1B(iii) )
      shall
      not be obligated to, issue such Letters of Credit in accordance with the
      provisions of this subsection 3.1 ; provided that
      Borrower 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 $10,000,000;




(iii)  any
      Letter of Credit having an expiration date later than the earlier of
      (a) ten days prior to 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 (but
      subject to clause (a) above) 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 purposes of supporting (a) trade payables or (b) any
      Indebtedness constituting “antecedent debt” (as that term is used in Section 547
      of the Bankruptcy Code);




(v)  any
      Letter of Credit denominated in a currency other than Dollars; or




(vi)  any
      Letter of Credit that is otherwise unacceptable to the applicable Issuing Lender
      in its reasonable discretion.




**B.**  **Mechanics
      of Issuance** .




(i)  Notice
      of Issuance .
      Whenever Borrower 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 in each case 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.




(ii)  Update
      of Certifications .
      Borrower 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 if any of the matters to which Borrower 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 Borrower shall be deemed to have
      re-certified, as of the date of such issuance, as to the matters to which
      Borrower is required to certify in the applicable Notice of Issuance of Letter
      of Credit.




(iii)  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, if Administrative Agent elects
      to
      issue such Letter of Credit, Administrative Agent shall promptly so notify
      Borrower, and Administrative Agent shall be the Issuing Lender with respect
      thereto. If Administrative Agent, in its sole discretion, elects not to issue
      such Letter of Credit, Administrative Agent shall promptly so notify Borrower,
      whereupon Borrower 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 Borrower and Administrative Agent whether
      or not, in its sole discretion, it has elected to issue such Letter of Credit,
      and any such Revolving Lender that so elects to issue such Letter of Credit
      shall be the Issuing Lender with respect thereto .
      If 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, may
      exceed Administrative Agent’s Revolving Loan Commitment then in
      effect.




(iv)  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.




(v)  Notification
      to Lenders .
      Upon
      the issuance of or amendment to any Letter of Credit, the applicable Issuing
      Lender shall promptly notify Administrative Agent of such issuance or amendment
      in writing and such notice shall be accompanied by a copy of such Letter of
      Credit or amendment. Promptly after receipt of notice of any issuance of a
      Letter of Credit (or, if Administrative Agent is the Issuing Lender, together
      with such notice), Administrative Agent shall notify each Revolving Lender
      of
      the amount of such Revolving Lender’s respective participation in such Letter of
      Credit, determined in accordance with subsection 3.1C .




**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**.




Borrower
      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 to
      Administrative Agent for the account of the applicable Issuing Lender, 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 Revolving Lenders, equal to the daily amount available to be
      drawn under such Letter of Credit multiplied
      by the
      Applicable LIBOR Margin for Revolving Loans, 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 clause (i) 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 clauses (i) and (ii) 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)
      or
      (ii) 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 Borrower of Amounts Paid Under Letters of Credit** .
      If an
      Issuing Lender has determined to honor a drawing under a Letter of Credit issued
      by it, such Issuing Lender shall immediately notify Borrower and Administrative
      Agent, and Borrower shall reimburse such Issuing Lender on or before the third
      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 plus interest thereon as provided in subsection 3.3D(i) for the period
      from the date of drawing to the date on which such Revolving Loans are made
      (the
“ **LC
      Reimbursement Amount** ”);
      provided that, anything contained in this Agreement to the contrary
      notwithstanding, (i) unless Borrower shall have notified Administrative Agent
      and such Issuing Lender prior to 12:00 P.M. (New York City time) on the date
      such drawing is honored that Borrower intends to reimburse such Issuing Lender
      for the LC Reimbursement Amount with funds other than the proceeds of Revolving
      Loans, Borrower 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 LC Reimbursement Amount (and Administrative Agent shall promptly give notice
      thereof to each Lender by telefacsimile or electronic mail or by telephone
      promptly confirmed by telefacsimile or electronic mail) 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 an amount equal to the LC Reimbursement Amount, the proceeds
      of
      which shall be applied directly by Administrative Agent to reimburse such
      Issuing Lender in an amount equal to the LC Reimbursement Amount; and provided,
      further that if for any reason proceeds of Revolving Loans are not received
      by
      Administrative Agent on the Reimbursement Date in an amount equal to the LC
      Reimbursement Amount, Borrower shall reimburse Administrative Agent, on demand,
      in an amount in same day funds equal to the excess of (x) the LC Reimbursement
      Amount over (y) 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 Borrower shall retain any and all
      rights it may have against any Revolving Lender resulting from the failure
      of
      such Revolving Lender to make such Revolving Loans under this subsection 3.3B.
      The Issuing Lender may honor or dishonor any drawing in accordance with the
      terms of any Letter of Credit without regard to any instruction of
      Borrower.




**C.**  **Payment
      by Revolving Lenders of Unreimbursed Amounts Paid Under Letters of
      Credit** .




(i)  Payment
      by Revolving Lenders . If
      Borrower shall fail for any reason to reimburse any Issuing Lender (or
      Administrative Agent) 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, Administrative Agent 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 of the Revolving Loan Commitment by telefacsimile or by
      telephone promptly confirmed by telefacsimile. Each Revolving Lender shall
      make
      available to Administrative Agent for the account of such Issuing Lender an
      amount equal to its respective participation, in Dollars and in same day funds,
      at the Administrative Agent’s Office, not later than 2:00 P.M. (New York City
      time) on the Business Day notified by Administrative Agent. If any Revolving
      Lender fails to make available to Administrative Agent for the account of 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,
      Administrative Agent and/or 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 if
      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 Issuing Lender constituted gross negligence
      or
      willful misconduct on the part of such Issuing Lender.




(ii)  Distribution
      to Revolving Lenders of Reimbursements Received From Borrower .
      If
      Administrative Agent for the account of 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, Administrative Agent shall promptly distribute to each
      other Revolving Lender that 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 the Revolving Loan Commitment of all payments subsequently
      received by Administrative Agent for the account of such Issuing Lender from
      Borrower 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 in the Register or at such other
      address as such Revolving Lender may request.




**D.**  **Interest
      on Amounts Paid Under Letters of Credit** .




(i)  Payment
      of Interest by Borrower .
      Borrower agrees to pay to Administrative Agent for the account of 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 a drawing is honored to but excluding the date
      such amount is reimbursed by Borrower (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 that 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 Administrative Agent .
      Promptly upon receipt by Administrative Agent for the account of 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) Administrative
      Agent shall distribute to each Revolving Lender, out of the interest received
      by
      Administrative Agent 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 honored 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) if 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 pay to
      Administrative Agent for the account of each such other Revolving Lender that
      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 the Revolving
      Loan Commitment 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 Borrower. 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 Borrower to reimburse each Issuing Lender (or Administrative
      Agent
      for the account of such 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 Borrower 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 Borrower, whether in connection with this Agreement, the
      transactions contemplated herein or any unrelated transaction (including any
      underlying transaction between Borrower or any 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 Borrower 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 ,
      Borrower hereby agrees to protect, indemnify, pay and save harmless each Issuing
      Lender, Administrative Agent, Lead Arranger and each other 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 Person may incur
      or
      be subject to as a consequence, direct or indirect, of (i) the issuance
      or
      honoring 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 Authority
      (all
      such acts or omissions herein called “ **Governmental
      Acts** ”).




**B.**  **Nature
      of Issuing Lenders’ Duties** . **** As
      between Borrower and any Issuing Lender, Borrower 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 or any
      other 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
      or any other Lender under any resulting liability to Borrower.




Notwithstanding
      anything to the contrary contained in this subsection 3.5 ,
      Borrower 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), if 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 Government 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 Government
      Authority or quasi-Government 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, Borrower 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 Borrower 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 Borrower shall be liable for such additional amounts only if
      such
      Revolving Lender shall have delivered such written statement to Borrower 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 Borrower shall be liable only for such additional amounts arising
      after delivery to Borrower of such written statement.




**Section
      4.**  **CONDITIONS
      TO LOANS AND LETTERS OF CREDIT**




The
      obligations of Lenders to make Loans and an Issuing Lender to issue Letters
      of
      Credit hereunder are subject to the prior or concurrent satisfaction of the
      following conditions.




**4.1**
            **Conditions
                to Occurrence of the Effective Date**.




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 on or before
      the
      Effective Date unless otherwise noted:




**A.**  **Loan
      Party Documents** .
      On or
      before the Effective Date, Borrower shall, and shall cause each other Loan
      Party
      to, deliver to Lenders (or to Administrative Agent for Lenders) the following
      with respect to Borrower or such Loan Party, as the case may be, each, unless
      otherwise noted, dated the Effective Date:




(i)  Copies
      of
      the Organizational Documents of such Person, certified by the Secretary of
      State
      of its jurisdiction of organization or, if such document is of a type that
      may
      not be so certified, certified by the secretary or similar Officer of the
      applicable Loan Party, together with a good standing certificate from the
      Secretary of State of its jurisdiction of organization and each other state
      in
      which such Person is qualified 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)  Resolutions
      of the Governing Body of such Person approving and authorizing the execution,
      delivery and performance of the Loan Documents to which it is a party, certified
      as of the Effective Date by the secretary or similar Officer of such Person
      as
      being in full force and effect without modification or amendment;




(iii)  Signature
      and incumbency certificates of the Officers of such Person executing the Loan
      Documents to which it is a party;




(iv)  Executed
      originals of this Agreement, the Acknowledgement and Consent, a counterpart
      to
      the Security Agreement, a counterpart to the Subsidiary Guaranty, a counterpart
      to the Environmental Indemnity, the First Amendment to Mortgage, the Acquisition
      Property Mortgage, the Financial Condition Certificate and any other Loan
      Document not already delivered in connection with the closing under the Existing
      Credit Agreement or the initial funding thereunder; and




(v)  Such
      other documents as Administrative Agent may reasonably request.




**B.**  **No
      Material Adverse Effect** .
      Since
      April 26, 2002, no Material Adverse Effect (in the sole opinion of
      Administrative Agent) shall have occurred.




**C.**  **Corporate
      and Capital Structure** .




(i)  Organizational
      Structure .
      The
      organizational structure of Borrower and its Subsidiaries shall be as set forth
      on Schedule
      4.1C annexed
      hereto.




(ii)  Capital
      Structure, Ownership and Jurisdiction of Organization .
      The
      capital structure, ownership and jurisdiction of organization of Borrower and
      its Subsidiaries shall be as set forth on Schedule
      4.1C annexed
      hereto.




**D.**  [Intentionally
      Omitted.]




**E.**  **Necessary
      Governmental Authorizations and Consents; Expiration of Waiting
      Periods** , **Etc** . **** Borrower
      shall have obtained all Governmental Authorizations and all consents
      of
      other Persons, in each case that are necessary or advisable in connection with
      the Transactions and the other transactions contemplated by the Loan Documents
      and the Related Agreements and the continued operation of the business conducted
      by Borrower and its Subsidiaries in substantially the same manner as conducted
      by Borrower and its Subsidiaries prior to the Effective Date. Each such
      Governmental Authorization or consent shall be in full force and effect, except
      in a case where the failure to obtain or maintain a Governmental Authorization
      or consent, either individually or in the aggregate, could not reasonably be
      expected to result in a Material Adverse Effect. All applicable waiting periods
      shall have expired without any action being taken or threatened by any competent
      authority that would restrain, prevent or otherwise impose adverse conditions
      on
      the transactions contemplated by the Loan Documents or the other Transactions.
      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 Government Authority to take action to set aside its consent
      on its own motion shall have expired.




**F.**  **Mortgage;
      Mortgage Policy; Etc** . **** Administrative
      Agent shall have received from Borrower
      on or before the Effective Date:




(i)  Mortgages .
      (a) A
      fully executed and notarized First Amendment to Existing Isle-Black Hawk
      Mortgage (the “ **First
      Amendment to Mortgage** ”),
      in
      proper form for recording in all appropriate places in the State of Colorado,
      encumbering the Isle-Black Hawk Property and (b) fully executed and notarized
      Mortgages, in proper form for recording in all appropriate places in the State
      of Colorado, encumbering the real property acquired in connection with the
      Acquisition (the “ **Acquisition
      Real Property** ”),
      including (i) leasehold mortgage encumbering property transferred from CCSC
      to
      Borrower (“ **New
      Isle-Black Hawk Mortgage** ”),
      (ii)
      fee and leasehold mortgage encumbering the CCSC Property (“ **CCSC
      Mortgage** ”),
      and
      (iii) mortgage encumbering the Grande Gaming Facilities, excluding the portion
      leased by Grande (“ **Grande
      Mortgage** ”)
      (collectively, the “ **Acquisition
      Property Mortgage** ”);




(ii)  Opinion
      of Local Counsel .
      An
      opinion of counsel (which counsel shall be reasonably satisfactory to
      Administrative Agent) in the State of Colorado with respect to the
      enforceability of the First Amendment to Mortgage, the Existing Isle-Black
      Hawk
      Mortgage, as amended by the First Amendment to Mortgage, and the Acquisition
      Property Mortgages and such other matters as Administrative Agent may reasonably
      request, in substantially the form set forth in Exhibit VIII-C annexed
      hereto, in each case in form and substance reasonably satisfactory to
      Administrative Agent;




(iii)  Title
      Insurance .
      (a) a
      110.5 endorsement or similar endorsement and/or other endorsements in form
      and
      substance satisfactory to Administrative Agent with respect to the existing
      title insurance policy issued by First American Title Insurance Company on
      December 17, 2001 with respect to the Isle-Black Hawk Property (“ **Isle-Black
      Hawk Mortgage Policy** ”)
      (the
“ **Isle-Black
      Hawk Title Endorsements** ”);
      (b)
      form 1970 ALTA mortgagee title insurance policies or unconditional commitments
      therefor (the “ **Acquisition
      Property Mortgage Policies** ”)
      issued
      by the Title Company with respect to the Acquisition Real Property, in an amount
      not less than the amount designated therein, insuring fee simple and/or
      leasehold title to the Acquisition Real Property vested in Borrower or the
      applicable Subsidiary Guarantor and assuring Administrative Agent that each
      Acquisition Property Mortgage creates a valid and enforceable First Priority
      mortgage Lien on the Acquisition Real Property to which it pertains, each
      Acquisition Property Mortgage Policy (1) shall include the following
      endorsements to the extent available in the State of Colorado: comprehensive,
      mechanics’ lien, variable rate, street address, separate tax lot, survey,
      contiguity, zoning (ALTA 3.1), street access, usury, subdivision map act,
      revolving credit, tie-in, creditors’ rights, doing business, first loss and last
      dollar and 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; (c) a tie-in
      endorsement or similar endorsement in form and substance satisfactory to
      Administrative Agent with respect to the Isle-Black Hawk Mortgage, Isle-Black
      Hawk Title Endorsements and Acquisition Property Mortgage Policies
      (“ **Tie-in
      Endorsement** ”);
      and
      (d) evidence satisfactory to Administrative Agent that Borrower has
      (i) delivered to the Title Company all certificates and affidavits required
      by the Title Company in connection with the issuance of the Acquisition Property
      Mortgage Policies, Tie-in Endorsement and Isle-Black Hawk Title Endorsements
      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 Acquisition Property Mortgage Policies, Tie-in Endorsement
      and Isle-Black Hawk Title Endorsements and all recording and stamp taxes
      (including mortgage recording and intangible taxes) payable in connection with
      recording the First Amendment to Mortgage and Acquisition Property Mortgages
      in
      the appropriate real estate records;




(iv)  Title
      Reports .
      An
      updated title report with respect to the Isle-Black Hawk Property and with
      respect to the Acquisition Real Property, 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;




(v)  Copies
      of Documents Relating to Title Exceptions .
      To the
      extent not previously provided, copies of all recorded documents listed as
      exceptions to title or otherwise referred to in the Acquisition Property
      Mortgage Policy or in the title reports delivered pursuant to subsection
      4.1F(iv);




(vi)  Surveys .
      A
      current as-built survey for the Acquisition Real Property prepared by a surveyor
      licensed or registered in the State of Colorado, such survey to (a) contain
      a certification from the surveyor reasonably satisfactory in form and substance
      to Administrative Agent and its counsel, and (b) be sufficient to delete
      any standard printed survey exception contained in the Acquisition Property
      Mortgage Policy;




(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) the Acquisition Real 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) if any such Flood Hazard Property is located in a
      community that participates in the National Flood Insurance Program, evidence
      that Borrower 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)  Landlord
      Consents and Estoppels .
      In the
      case of any Acquisition Real Property consisting of a Material Leasehold
      Property, (a) a Landlord Consent and Estoppel with respect thereto (except
      for
      the property located at the Grande Gaming Facility), and (b) evidence
      that
      such Material Leasehold Property is a Recorded Leasehold Interest.




**G.**  **Security
      Interests in Personal and Mixed Property** . **** To
      the
      extent not otherwise satisfied pursuant to subsection 4.1F ,
      on or
      before the Effective Date, Administrative Agent shall have received evidence
      satisfactory to it that Borrower 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) 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 Capital Stock pledged pursuant to the Amended Security
      Agreement 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 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 .
      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, 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
      Terminations, Cover Sheets, Etc .
      To the
      extent not previously delivered to Administrative Agent, delivery to
      Administrative Agent of (a) PTO termination statements duly executed
      by all
      applicable Persons for filing in all applicable jurisdictions as may be
      necessary to terminate any effective PTO filings in respect of IP Collateral
      (other than any such PTO filings in respect of Liens permitted to remain
      outstanding pursuant to the terms of this Agreement), and (b) all cover sheets,
      amendments to 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;




(vi)  Agreements
      with Deposit Account Banks .
      A
      Deposit Account Control Agreement between Administrative Agent and each of
      the
      financial institutions with which Borrower or any of its Subsidiaries maintains
      a Deposit Account with a principal balance in excess of $2,000,000 sufficient
      to
      perfect the security interests created in such Collateral pursuant to the
      Collateral Documents;




(vii)  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 addressed to Administrative Agent and Lenders 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 substantially
      the
      form set forth in Exhibit VIII-C annexed
      hereto, in each case in form and substance reasonably satisfactory to
      Administrative Agent.




**H.**  **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 Gaming
      Facilities located at and on the Isle-Black Hawk Property and the Acquisition
      Real Property, after completion of the Expansion Project, is not less than
      $300,000,000) and satisfying the requirements of any applicable laws and
      regulations, concerning the Isle-Black Hawk Property and Acquisition Real
      Property to the extent required under such laws and regulations as determined
      by
      Administrative Agent in its discretion.




**I.**  **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 the Isle- Black Hawk Property and Acquisition
      Real Property, which reports shall include (i) an update to the existing Phase
      I
      environmental site assessment for the Isle-Black Hawk Property and (ii) a
      Phase I environmental assessment for the Acquisition Real Property which
      (a) conforms to the 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 the
      Acquisition Real Property, and (d) includes an estimate of the reasonable
      worst-case cost of investigating and remediating any Hazardous Materials
      Activity identified in such Phase I environmental assessments as giving rise
      to
      an actual or potential violation of any Environmental Law or as presenting
      a
      material risk of giving rise to a material Environmental Claim, and (iii) a
      current compliance audit setting forth an assessment of Borrower’s, its
      Subsidiaries’ and the Isle- Black Hawk Property’s and Acquisition Real
      Property’s current and past compliance with Environmental Laws and an estimate
      of the cost of rectifying any non-compliance with current Environmental Laws
      identified therein and the cost of compliance with reasonably anticipated future
      Environmental Laws identified therein.




**J.**  **Financial
      Statements.** On
      or
      before the Effective Date, Administrative Agent shall have received from
      Borrower:




(i)  Financial
      Statements of Borrower .
      (a) Audited financial statements of Borrower and its Subsidiaries for
      Fiscal Year 2002, consisting of a consolidated balance sheet and the related
      consolidated statements of income, stockholders’ equity and cash flows for such
      fiscal year, and (b) unaudited financial statements of Borrower and
      its
      Subsidiaries for the first three Fiscal Quarters of Fiscal Year 2003, consisting
      of a consolidated balance sheet and the related consolidated statements of
      income, stockholders’ equity and cash flows for the three-, six- and nine-month
      periods ending on such date, all in reasonable detail and, with respect to
      the
      financial statements of Borrower and its Subsidiaries, certified by the senior
      director of finance of Borrower that such statements fairly present the
      financial condition of Borrower 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.




(ii)  Financial
      Statements of Target .
      Audited
      financial statements of Target for the calendar year ended 2002, consisting
      of
      balance sheets and the related consolidated statements of income, stockholders’
      equity and cash flows for such fiscal years.




**K.**  **Evidence
      of Insurance** . **** Administrative
      Agent shall have received a certificate from Borrower’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 .




**L.**  **Opinions
      of Counsel to Loan Parties** .
      Lenders
      shall have received originally executed copies of one or more favorable written
      opinions of Allan B. Solomon, general counsel to Loan Parties and Mayer, Brown,
      Rowe & Maw, counsel for Loan Parties 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-A and Exhibit
      VIII-B annexed
      hereto and as to such other matters as Administrative Agent acting on behalf
      of
      Lenders may reasonably request (this Credit Agreement constituting a written
      request by Borrower to such counsel to deliver such opinions to
      Lenders).




**M.**  **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.




**N.**  **Fees** .
      Borrower 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.




**O.**  **Representations
      and Warranties; Performance of Agreements** . **** Borrower
      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 Borrower shall have performed
      in all material respects all agreements and satisfied all conditions which
      this
      Agreement provides shall be performed or satisfied by them on or before the
      Effective Date except as otherwise disclosed to and agreed to in writing by
      Administrative Agent and Requisite Lenders.




**P.**  **No
      Litigation** .
      There
      shall not be pending or, to the knowledge of Borrower, threatened, any
      Proceeding, against or affecting Borrower or any of its Subsidiaries or any
      property of Borrower or any of its Subsidiaries that has not been disclosed
      by
      Borrower 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 Proceeding, so disclosed, that, in either event, in the opinion
      of
      Administrative Agent or of Requisite Lenders, could reasonably be expected
      to
      result in 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
      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.




**Q.**  **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.




**R.**  **Solvency
      Assurances** .
      On the
      Effective Date, Administrative Agent and Lenders shall have received an
      Officer’s Certificate of Borrower dated the Effective Date, substantially in the
      form of Exhibit XI annexed
      hereto and with appropriate attachments, demonstrating that, after giving effect
      to the consummation of the Transactions and the transactions contemplated by
      the
      Loan Documents, Borrower, in its individual capacity, and Borrower and its
      Subsidiaries, on a consolidated basis, will be Solvent.




**S.**  **Related
      Agreements and Consummation of Transactions** .




(i)  Consummation
      of Acquisition .
      The
      Acquisition shall have been consummated or shall be simultaneously consummated
      with the transactions contemplated hereunder in accordance with the terms of
      the
      Acquisition Agreements, which shall have been executed as of the Effective
      Date
      by all parties thereto and the other transactions contemplated by the other
      Related Agreements shall have been consummated or shall be simultaneously
      consummated in accordance with their respective terms.




(ii)  Effectiveness .
      The
      Acquisition shall have become or will simultaneously become effective in
      accordance with the terms of the Acquisition Agreements and the laws of the
      State of Colorado;




(iii)  Acquisition
      Consideration .
      The
      Acquisition Consideration being paid as of the Effective Date shall not exceed
      approximately $84,000,000 (approximately 5.8 times the Target EBITDA for the
      twelve-month period ended October 30, 2002) in the aggregate;




(iv)  Transaction
      Costs .
      The
      Transaction Costs shall not exceed $4,500,000, and Administrative Agent shall
      have received evidence to its satisfaction to such effect.




(v)  Minimum
      Consolidated EBITDA .
      The
      minimum Consolidated EBITDA of Borrower calculated pro forma for the relevant
      twelve-month periods ended in March 2003 shall not be less than
      $52,000,000.




(vi)  Officer’s
      Certificate .
      Administrative Agent shall have received an Officer’s Certificate of Borrower
      that clauses (i) - (v) above have been satisfied and stating that Borrower
      will
      proceed to consummate the Acquisition upon the making of the Loans to be made
      on
      the Effective Date.




**T.**  **Subordination
      of Management Agreements** .
      Administrative Agent shall have received a copy of each Management Agreement
      and
      confirmations of the subordination of each Management Agreement, in form and
      substance satisfactory to Administrative Agent.




**4.2**
            **Conditions
                to All Loans**.




The
      obligations of Lenders to make the Loans on each Funding Date, including the
      Effective 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 a duly
      authorized Officer of Borrower.




**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
      proceeds thereof that would constitute an Event of Default or a Potential Event
      of Default;




(iii)  No
      order,
      judgment or decree of any arbitrator or Government Authority shall purport
      to
      enjoin or restrain any Lender from making the Loans to be made by it on that
      Funding Date; and




(iv)  Each
      Loan
      Party 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 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) and the renewal
      of
      any Letter of Credit is subject to the following conditions precedent; provided
      that no such condition shall apply to the Existing Letters of Credit except
      upon
      the renewal thereof and the Existing Letters of Credit shall, effective as
      of
      the Effective Date, be deemed to be Letters of Credit under this Agreement
      to
      the same extent as if initially issued hereunder:




**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 3.1 ,
      an
      originally executed Notice of Issuance of Letter of Credit (or a facsimile
      copy
      thereof) in each case signed by a duly authorized Officer of Borrower, together
      with all other information specified in subsection 3.1 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.**  **BORROWER’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, Borrower 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 and the renewal of any Letter of Credit
      hereunder 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, trust or limited liability company
      duly organized, validly existing and in good standing under the laws of its
      jurisdiction of organization as specified in Schedule
      5.1 annexed
      hereto. Each Loan Party has all requisite 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 the 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 has not had and could not reasonably be expected
      to result in a Material Adverse Effect.




**C.**  **Conduct
      of Business** .
      Borrower and its Subsidiaries are engaged only in the businesses permitted
      to be
      engaged in pursuant to subsection 7.12.




**D.**  **Subsidiaries** .
      All of
      the Subsidiaries of Borrower and their jurisdictions of organization 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) .
      The
      Capital Stock of each of the Subsidiaries of Borrower 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 Borrower identified in Schedule 5.1 annexed
      hereto (as so supplemented) is a corporation, partnership, trust or limited
      liability company duly organized, validly existing and in good standing under
      the laws of its respective jurisdiction of organization set forth therein,
      has
      all requisite power and authority to own and operate its properties and to
      carry
      on its business as now conducted and as proposed to be conducted, to enter
      into
      the Loan Documents to which it is a party and to carry out the transactions
      contemplated thereby, 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 power and authority has not
      had
      and could not reasonably be expected to result in a Material Adverse Effect. Schedule 5.1 annexed
      hereto correctly sets forth, as of the Effective Date, the ownership interest
      of
      Borrower and each of its Subsidiaries in each of the Subsidiaries of Borrower
      identified therein.




**5.2**
            **Authorization
                of Borrowing**,**etc**.




**A.**  **Authorization
      of Borrowing and the Acquisition** .
      The
      execution, delivery and performance of the Loan Documents and the Related
      Agreements have been duly authorized by all necessary action on the part of
      each
      Loan Party that is a party thereto. The consummation of the Acquisition has
      been
      duly authorized by all necessary action on the part of Borrower and its
      Subsidiaries.




**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 Borrower or any of its
      Subsidiaries, the Organizational Documents of Borrower or any of its
      Subsidiaries or any order, judgment or decree of any court or other Government
      Authority binding on Borrower 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 result in 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
      Borrower or any of its Subsidiaries (other than any such conflict, breach,
      or
      default which could not reasonably be expected to result in a Material Adverse
      Effect), (iii) result in or require the creation or imposition of any
      Lien
      upon any of the properties or assets of Borrower 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 Borrower 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** .




(i)  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 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 Government Authority, including 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 to which they are parties
      and the consummation of the transactions contemplated by the Loan Documents
      have
      been obtained from or registered or filed with the applicable Government
      Authority, including any applicable Gaming Authority.




(ii)  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 result in, either individually or in the aggregate, a Material
      Adverse Effect. Neither Borrower nor 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 Borrower or any of its Subsidiaries, except where any such
      revocation, withdrawal, suspension, termination, modification, imposition or
      limitation could not reasonably be expected to result in, either individually
      or
      in the aggregate, a Material Adverse Effect.




**D.**  **Binding
      Obligation** .
      Each of
      the Loan Documents and the 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.**  **Compliance
      with Laws** .
      Borrower 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 Government
      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 result in
      a
      Material Adverse Effect.




**5.3**
            **Financial
                Condition**.




Borrower
      has heretofore delivered to Lenders, at Lenders’ request, the following
      financial statements and information: (i) the audited consolidated balance
      sheet of Borrower and its Subsidiaries as of April 26, 2002 and the related
      consolidated statements of income, stockholders’ equity and cash flows of
      Borrower and its Subsidiaries for the Fiscal Year then ended, and (ii) the
      unaudited consolidated balance sheet of Borrower and its Subsidiaries as of
      January 26, 2003 and the related unaudited consolidated statements of income
      of
      Borrower 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 basis) of the
      entities described in such financial statements as at the respective dates
      thereof and the results of operations (on a consolidated 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. No Loan Party has (and will not have following
      the
      funding of the initial Loans) any Contingent Obligation, contingent liability
      or
      liability for taxes, long-term lease or unusual forward or long-term commitment
      that, as of the Effective Date, 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 Borrower or any of its Subsidiaries.




**5.4**
            **No
                Material Adverse Change; No Restricted Junior Payments of Permitted
                Tax
                Distributions**.




Since
      April 26, 2002, no event or change has occurred that has resulted in
      or
      evidences, either in any case or in the aggregate, a Material Adverse Effect.
      Except as set forth on Schedule
      5.4 annexed
      hereto, during the period from April 26, 2002 through and including
      the
      Effective Date, neither Borrower 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 or made
      any Permitted Tax Distribution.




**5.5**
            **Title
                to Properties; Liens; Real Property; Intellectual
                Property**.




**A.**  **Title
      to Properties; Liens** . **** Borrower
      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 .
      All
      such properties and assets are free and clear of Liens, other than Permitted
      Encumbrances.




**B.**  **Real
      Property** . **** As of
      the Effective Date, (i) Schedule
      5.5B (Part 1) annexed
      hereto contains a true, accurate and complete list of all Real Property Assets
      constituting fee properties and (ii) Schedule
      5.5B (Part 2) annexed
      hereto contains a true, accurate and complete list of all leases, subleases
      or
      assignments of leases (together with all amendments, modifications, supplements,
      renewals or extensions of any thereof) affecting any Real Property Asset of
      the
      Loan Parties, regardless of whether a Loan Party is the landlord or tenant
      (whether directly or as an assignee or successor in interest) under such lease,
      sublease or assignment. Each agreement listed in Schedule
      5.5B (Part 2) pursuant
      to the immediately preceding sentence is in full force and effect, there is
      no
      default by any Loan Party thereunder, and Borrower 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.




**C.**  **Intellectual
      Property** .
      As of
      the Effective Date, Borrower and its Subsidiaries own or have the right to
      use
      all Intellectual Property used in the conduct of their business, except where
      the failure to own or have such right to use, individually or in the aggregate
      could not reasonably be expected to result in a Material Adverse Effect. No
      claim has been asserted and is pending by any Person challenging or questioning
      the use of any such Intellectual Property or the validity or effectiveness
      of
      any such Intellectual Property, nor does Borrower know of any valid basis for
      any such claim except for such claims that, individually or in the aggregate,
      could not reasonably be expected to result in a Material Adverse Effect. The
      use
      of such Intellectual Property of Borrower and its Subsidiaries does not infringe
      on the rights of any Person, except for such claims and infringements that,
      individually or in the aggregate, could not reasonably be expected to result
      in
      a Material Adverse Effect. All federal and state and all foreign registrations
      of and applications for Intellectual Property, and all unregistered Intellectual
      Property, that are owned or licensed by Borrower or any of its Subsidiaries
      on
      the Effective Date are described on Schedule
      5.5C annexed
      hereto.




**5.6**
            **Litigation;
                Adverse Facts**.




**A.**  **Proceedings** , **Investigations and Violations** .
      There
      are no Proceedings (whether or not purportedly on behalf of Borrower or any
      of
      its Subsidiaries) at law or in equity (including any Environmental Claims),
      or
      before or by any court or other Government Authority that are pending or, to
      the
      knowledge of Borrower or any of its Subsidiaries, threatened against or
      affecting Borrower or any of its Subsidiaries or any property of Borrower or
      any
      of its Subsidiaries and that, individually or in the aggregate, could reasonably
      be expected to result in a Material Adverse Effect. Neither Borrower 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 result in 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 other Government Authority, that,
      individually or in the aggregate, could reasonably be expected to result in
      a
      Material Adverse Effect.




**B.**  **Land
      Use Proceedings** .
      Except
      as set forth on Schedule
      5.6B ,
      there
      are no material pending condemnation, zoning or other land use Proceedings
      or
      special assessment Proceedings with respect to the Real Property Assets or
      the
      use thereof, and neither Borrower nor any of its Subsidiaries has received
      written notice from any Government Authority threatening any such proceeding.
      Except as set forth on Schedule
      5.6B ,
      no Loan
      Party has entered into any agreements or commitments with any Government
      Authority that will be binding on the Real Property Assets after the Effective
      Date and that would (i) materially affect the operations of or the entitlements
      applicable to such property, (ii) require the owner of 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 Real Property Assets.




**5.7**
            **Payment
                of Taxes**.




Except
      to
      the extent permitted by subsection 6.3 ,
      all tax
      returns and reports of Borrower 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
      Borrower and its Subsidiaries and upon their respective properties, assets,
      income, businesses and franchises that are due and payable have been paid when
      due and payable. Borrower knows of no proposed tax assessment against Borrower
      or any of its Subsidiaries that has not been paid when due or is not being
      actively contested by Borrower or such Subsidiaries 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
      Borrower 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, individually or in the aggregate, could not reasonably be
      expected to result in a Material Adverse Effect.




**B.**  Neither
      Borrower 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
      or
      any provision of any applicable law, rule or regulation which, individually
      or
      in the aggregate, could reasonably be expected to result in 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. All such Material Contracts are in full force and effect and
      no
      defaults currently exist thereunder, except for defaults that, individually
      or
      in the aggregate, could not reasonably be result in a Material Adverse
      Effect.




**D.**  Neither
      Borrower nor any of its Subsidiaries has entered into any currently effective
      contracts for the sale of the Isle-Black Hawk Property or the Acquisition Real
      Property, nor do there exist any currently effective rights of first refusal
      or
      options to purchase such property.




**5.9**
            **Governmental
                Regulation; OFAC; Patriot Act; Foreign Corrupt Practices
                Act**.




**A.**  Governmental
      Regulation .
      Except
      for the Gaming Laws described on Schedule
      5.9 annexed
      hereto, neither Borrower nor any of its Subsidiaries are 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 that may limit its ability to incur
      Indebtedness or that may otherwise render all or any portion of the Obligations
      unenforceable.




**B.**  OFAC .
      Neither
      the extensions of credit to Borrower hereunder nor the use of the respective
      proceeds thereof, shall cause the Administrative Agent or any Lender to violate
      the U.S. Bank Secrecy Act, as amended, and any applicable regulations thereunder
      or any of the sanctions programs administered by the U.S. Department of the
      Treasury’s Office of Foreign Assets Control (“OFAC”) of the United States
      Department of Treasury, any regulations promulgated thereunder by OFAC or under
      any affiliated or successor governmental or quasi-governmental office, bureau
      or
      agency and any enabling legislation or executive order relating thereto.
      Borrower has confirmed the accuracy of the foregoing sentence based on a
      commercially reasonable investigation. Without limiting the foregoing, neither
      the Borrower nor any of its Affiliates (a) is or will become a person whose
      property or interests in property are blocked or subject to blocking pursuant
      to
      Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property
      and
      Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
      Terrorism (66 Fed. Reg. 49079 (2001)) (the “Executive Order”), (b) engages or
      will engage in any dealings or transactions prohibited by Section 2 of the
      Executive Order, or be otherwise associated with any such person in any manner
      violative of Section 2, or (c) is or will otherwise become a person on the
      list
      of Specially Designated Nationals and Blocked Persons (“SDN List”) or subject to
      the limitations or prohibitions under any other OFAC regulation or executive
      order (“Prohibited Persons”).




**C.**  Patriot
      Act; Foreign Corrupt Practices Act .
      Borrower and each of its Subsidiaries are in compliance, in all material
      respects, with the *Uniting
      And Strengthening of America By Providing the Appropriate Tools Required To
      Intercept And Obstruct Terrorism Act of 2001* (the
“USA Patriot Act of 2001”). Borrower has confirmed the accuracy of the foregoing
      sentence based on a commercially reasonable investigation. No part of the
      extensions of credit hereunder will be used, directly or indirectly, for any
      payments to any governmental official or employee, political party, official
      of
      a political party, candidate for political office, or anyone else acting in
      an
      official capacity, in order to obtain, retain or direct business or obtain
      any
      improper advantage, in violation of the United States Foreign Corrupt Practices
      Act of 1977, as amended.




**5.10**
            **Securities
                Activities**.




**A.**  Neither
      Borrower 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 (of Borrower or of Borrower and its Subsidiaries on a consolidated basis)
      subject to the provisions of subsections 7.2 and 7.7 or
      subject to any restriction contained in any agreement or instrument, between
      Borrower 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.**  Borrower,
      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 of their obligations under each
      Employee Benefit Plan. Each Employee Benefit Plan that 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, no
      Employee Benefit Plan provides health or welfare benefits (through the purchase
      of insurance or otherwise) for any retired or former employee of Borrower,
      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 $1,000,000.




**E.**  As
      of the
      most recent valuation date for each Multiemployer Plan for which the actuarial
      report is available, the potential liability of Borrower, 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 $1,000,000.




**5.12**
            **Certain
                Fees**.




No
      broker’s or finder’s fee or commission will be payable with respect to this
      Agreement or any of the transactions contemplated by the Loan Documents, and
      Borrower hereby indemnifies Administrative Agent, Lead Arranger and Lenders
      against, and agrees that it will hold Administrative Agent, Lead Arranger and
      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**.




Except
      as
      set forth in Schedule 5.13 annexed
      hereto:




(i)  neither
      Borrower 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 result
      in a Material Adverse Effect or impose any liability on the Lenders,
      Administrative Agent or Lead Arranger;




(ii)  neither
      Borrower 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
      no and, to Borrower’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 Borrower or any of its Subsidiaries
      that, individually or in the aggregate, could reasonably be expected to result
      in a Material Adverse Effect or impose any liability on the Lenders,
      Administrative Agent or Lead Arranger;




(iv)  neither
      Borrower nor any of its Subsidiaries nor, to Borrower’s knowledge, any
      predecessor of Borrower 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 Borrower’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, be
      reasonably expected to result in a Material Adverse Effect or impose any
      liability on the Lenders, Administrative Agent or Lead Arranger.




Notwithstanding
      anything in this subsection 5.13 to the
      contrary, no event or condition has occurred or is occurring with respect to
      Borrower or any of its Subsidiaries relating to any Environmental Law, any
      Release of Hazardous Materials, or any Hazardous Materials Activity, including
      any matter disclosed on Schedule
      5.13 annexed
      hereto, which individually or in the aggregate has had or could reasonably
      be
      expected to result in a Material Adverse Effect or could reasonably be expected
      to impose any liability on the Lenders, Administrative Agent or Lead
      Arranger.




**5.14**
            **Employee
                Matters**.




There
      are
      no collective bargaining agreements covering the employees of Borrower and
      its
      Subsidiaries except as set forth on Schedule 5.14. There is no strike or work
      stoppage in existence or threatened involving Borrower or any of its
      Subsidiaries that could reasonably be expected to result in a Material Adverse
      Effect, and there are no strikes or walkouts in progress, pending or to
      Borrower’s knowledge contemplated, relating to any labor contracts to which
      Borrower or any of its Subsidiaries is a party, relating to any labor contracts
      being negotiated, or otherwise.




**5.15**
            **Solvency**.




Each
      Loan
      Party is and Borrower and its Subsidiaries, taken as a whole, are 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 4.1F , 4.1G , 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
      (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 First Priority security interest on all of the Collateral,
      and all filings and other actions necessary or desirable to perfect and maintain
      the First Priority status of such Liens have been duly made or taken and remain
      in full force and effect, other than the filing of any UCC financing statements
      delivered to Administrative Agent for filing (but not yet filed) 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
      Governmental Authorization, or other action by, and no notice to or filing
      with,
      any Government Authority 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
      Governmental Authorizations, 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 foreclosure or 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 that shall be terminated pursuant
      to
      UCC termination statements delivered 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 Real Property Assets** .
      There
      are no (i) defects, facts or conditions affecting the Isle-Black Hawk Property
      or the Acquisition Real Property that would make it unsuitable for the current
      use of such property or contemplated use after completion of the Expansion
      Project, (ii) abnormal hazards (including earth movement, slippage or flood
      damage) affecting the Isle-Black Hawk Property or Acquisition Real Property,
      except for defects, facts or conditions which could not reasonably be expected
      to result in a Material Adverse Effect.




**G.**  **Permits
      and Approvals; Licenses** .




(i)  Except
      as
      set forth on Schedule
      5.16G(i) , Borrower
      has obtained or caused its Subsidiaries to obtain, all Governmental
      Authorizations, including, without limitation, all liquor licenses, Gaming
      Authorizations, 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 its business
      and
      the Isle-Black Hawk Property, the Acquisition Real Property and any other real
      property owned or leased by Borrower, and there are no uncured violations
      thereof, except for Governmental Authorizations where the failure to obtain,
      and
      violations thereof, could not reasonably be expected to result in a Material
      Adverse Effect.




(ii)  Each
      of
      the Loan Parties has, and is in all material respects in compliance with respect
      to, all licenses, permits, approvals and authorizations of any Government
      Authority necessary to conduct its business as presently conducted and to own
      or
      lease and operate its business located on the Isle-Black Hawk Property and
      Acquisition Real Property.




(iii)  As
      of the
      Effective Date, Schedule
      5.16G(iii) is a
      complete and correct list of each Material License granted or assigned to any
      Loan Party. The Material Licenses listed on Schedule
      5.16G(iii) include
      all material authorizations, licenses and permits that are required or necessary
      in order to operate the casino located on the Isle-Black Hawk Property and
      the
      business located on the Acquisition Real Property, as now conducted or proposed
      to be conducted. As of the Effective Date, each Material License listed on Schedule
      5.16G(iii) is
      validly issued and in full force and effect.




**5.17**
            **Disclosure**.




No
      representation or warranty of Borrower or any of its Subsidiaries contained
      in
      the Confidential Information Memorandum or in any Loan Document or in any other
      document, certificate or written statement furnished to Lenders by or on behalf
      of Borrower 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 Borrower, 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 Borrower 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
      Borrower (other than matters of a general economic nature) that, individually
      or
      in the aggregate, could reasonably be expected to result in 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.




**5.18**
            **Mortgage
                Taxes**,**Etc**.




All
      mortgage, note, transfer, documentary, stamp, intangible and other similar
      taxes
      and impositions which may be required to be paid in connection with the Loans,
      the Mortgages and the other Loan Documents have been (or concurrently with
      the
      closing of the Loans and recording of the Mortgages, will be) paid in full
      by
      Borrower or its Subsidiaries.




**5.19**
            **Related
                Agreements; Consummation of Acquisition**.




**A.**  **Delivery
      of Related Agreements** .
      Borrower has delivered to Lenders complete and correct copies of each Related
      Agreement and of all exhibits and schedules thereto.




**B.**  **Borrower’s
      Warranties** .
      Except
      to the extent otherwise set forth herein or in the schedules hereto, each of
      the
      representations and warranties given by Sellers to Borrower in the Acquisition
      Agreements are true and correct in all material respects as of the date hereof
      (or as of any earlier date to which such representation and warranty
      specifically relates) and will be true and correct in all material respects
      as
      of the Effective Date (or as of such earlier date, as the case may be), in
      each
      case subject to the qualifications set forth in the schedules to the Acquisition
      Agreements and the other Related Agreements.




**C.**  **Warranties
      of Borrower** .
      Subject
      to the qualifications set forth therein, each of the representations and
      warranties given by Borrower to Sellers in the Acquisition Agreements is true
      and correct in all material respects as of the date hereof and will be true
      and
      correct in all material respects as of the Effective Date.




**D.**  **Consummation
      of Acquisition** .
      The
      Acquisition has been consummated or will close simultaneously with the
      transactions contemplated hereby.




**Section
      6.**  **BORROWER’S
      AFFIRMATIVE COVENANTS**




Borrower
      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, Borrower shall
      perform, and shall cause each of its Subsidiaries to perform, all covenants
      in
      this Section
      6 .




**6.1**
            **Financial
                Statements and Other Reports**.




Borrower
      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.
      Borrower will deliver to Administrative Agent and Lenders:




(i)  Monthly
      Financials :
      as soon
      as available and in any event within 30 days after the end of each February,
      March, May, June, August, September, November and December ending after the
      Effective Date, (a) the consolidated balance sheet, as applicable, of
      Borrower and its Subsidiaries as at the end of such fiscal period and the
      related consolidated statements of income of Borrower and its Subsidiaries
      and
      separate statements of income of each Gaming Facility of Borrower 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 monthly basis,
      all
      in reasonable detail and certified by the senior director of finance of Borrower
      that they fairly present, in all material respects, the financial condition
      of
      Borrower and its Subsidiaries as at the dates indicated and the results of
      their
      operations for the periods indicated, subject to changes resulting from audit
      and normal year-end adjustments, and (b) if requested by Administrative
      Agent, a narrative report describing the operations of Borrower and its
      Subsidiaries in the form prepared for presentation to senior management for
      such
      fiscal period and for the period from the beginning of the then current Fiscal
      Year to the end of such fiscal period;




(ii)  Quarterly
      Financials :
      as soon
      as available and in any event within (x) 45 days after the end of each Fiscal
      Quarter (other than each fourth Fiscal Quarter), or (y) 90 days after the end
      of
      each fourth Fiscal Quarter, (a) the consolidated balance sheet of Borrower
      and its Subsidiaries as at the end of such Fiscal Quarter and the related
      consolidated statements of income, stockholders’ equity of Borrower 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 senior director of finance of Borrower that they fairly
      present, in all material respects, the financial condition of Borrower and
      its
      Subsidiaries as at the dates indicated and the results of their operations
      for
      the periods indicated, subject to changes resulting from audit and normal
      year-end adjustments, and (b) if requested by Administrative Agent,
      a
      narrative report describing the operations of Borrower 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 90 days after the end of each Fiscal Year,
      (a) the consolidated balance sheet of Borrower and its Subsidiaries
      as at
      the end of such Fiscal Year and the related consolidated statements of income,
      stockholders’ equity and cash flows of Borrower 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 Borrower
      that
      they fairly present, in all material respects, the financial condition of
      Borrower and its Subsidiaries as at the dates indicated and the results of
      their
      operations and their cash flows for the periods indicated, (b) if requested
      by Administrative Agent, a narrative report describing the operations of
      Borrower 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 a nationally recognized “big 4”
      accounting firm or other independent certified public accountants of recognized
      national standing selected by Borrower and satisfactory to Administrative Agent,
      which report shall be unqualified, shall express no doubts about the ability
      of
      Borrower 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 Borrower 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
      and Compliance Certificates :
      together with each delivery of financial statements of Borrower and its
      Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a) an
      Officer’s Certificate of Borrower stating that the signers have reviewed the
      terms of this Agreement and have made, or caused to be made under their
      supervision, a review in reasonable detail of the transactions and condition
      of
      Borrower 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 signers do 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 Borrower 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 Borrower and its 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 :
      (a) 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 Borrower and its Subsidiaries delivered
      pursuant to subdivisions (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 (ii), (iii)
      or
      (xiii) of this subsection 6.1 following such change, consolidated financial statements of Borrower 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 (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 Borrower 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; and (b) Borrower shall deliver to the
      Administrative Agent at the same time as the delivery of any annual or quarterly
      financial statements given in accordance with the provisions of this subsection
      6.1, (i) a description in reasonable detail of any material change in
      the
      application of accounting principles employed in the preparation of such
      financial statements from those applied in the most recently preceding quarterly
      or annual financial statements as to which no objection shall have been made
      in
      accordance with the provisions above, and (ii) a reasonable estimate
      of
      such effect on the financial statements on account of such changes in
      application;




(vi)  Accountants’
      Certification :
      together with each delivery of consolidated financial statements of Borrower
      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 Certificate 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 Borrower by independent certified
      public accountants in connection with each annual, interim or special audit
      of
      the financial statements of Borrower 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 Borrower to its Security holders or by any Subsidiary of Borrower
      to their Security holders other than Borrower or another Subsidiary of Borrower,
      (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 Borrower
      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
      Borrower or any of its Subsidiaries to the public concerning material
      developments in the business of Borrower or any of its
      Subsidiaries;




(ix)  Events
      of Default, etc. :
      promptly upon any officer of Borrower 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 (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 Borrower 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 resignation or dismissal of Borrower’s
      independent accountant, (d) of any Change in Control, (e) of
      any
      individual or series of related Asset Sales, issuances of Capital Stock or
      receipt of Net Insurance/Condemnation Proceeds aggregating in excess of
      $1,000,000, or (f) of the occurrence of any event or change that could
      reasonably be expected to result in, either individually 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 Borrower has taken, is taking and proposes to take with respect
      thereto;




(x)  Litigation
      or Other Proceedings :
      (a)
      promptly upon any officer of Borrower obtaining knowledge of (1) the institution
      of, or non-frivolous threat of, any Proceeding against or affecting Borrower
      or
      any of its Subsidiaries or any property of Borrower or any of its Subsidiaries
      not previously disclosed in writing by Borrower to Lenders or (2) any material
      development in any Proceeding that, in any case:




(x)  if
      adversely determined could reasonably be expected to result in a Material
      Adverse Effect; or




(y)  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 Borrower 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 (other than any Proceeding as to which a solvent
      and
      unaffiliated insurance company has acknowledged coverage) involving an alleged
      liability of, or claims against or affecting, Borrower or any of its
      Subsidiaries equal to or greater than $2,000,000, 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 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
      Borrower, 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 Borrower, 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 Borrower, any
      of
      its Subsidiaries or any of their respective ERISA Affiliates from a
      Multiemployer Plan sponsor concerning an ERISA Event; and (b) 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 (the “ **Financial
      Plan** ” for such
      Fiscal Years), including (a) forecasted consolidated balance sheets and a
      forecasted consolidated statement of income of Borrower and its Subsidiaries
      for
      each such Fiscal Year, (b) forecasted consolidated statements of income
      of
      Borrower 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 Administrative Agent may
      reasonably request;




(xiv)  Insurance :
      (a) 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 required under this Agreement to
      be
      maintained as of the date of such report of Borrower and its Subsidiaries and
      all material insurance coverage planned to be maintained of Borrower and its
      Subsidiaries in the immediately succeeding Fiscal Year as required under this
      Agreement and (b) as soon as practicable after any material change in
      insurance coverage maintained of Borrower and its Subsidiaries notice thereof
      to
      Administrative Agent specifying the changes and reasons therefor;




(xv)  Governing
      Body :
      with
      reasonable promptness, written notice of any change in the Governing Body of
      Borrower;




(xvi)  New
      Subsidiaries :
      promptly upon any Person becoming a Subsidiary of Borrower, a written notice
      setting forth with respect to such Person (a) the date on which such
      Person
      became a Subsidiary of Borrower and (b) all of the data required to
      be set
      forth in Schedule
      5.1 annexed
      hereto with respect to a Subsidiary of Borrower (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 Borrower or any of its Subsidiaries is terminated or amended in a manner
      that
      is materially adverse to Borrower or such 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)  Margin
      Determination Certificate :
      commencing with the Fiscal Quarter ending on or about April 27, 2003, together
      with each delivery of financial statements for each Fiscal Quarter (other than
      each fourth Fiscal Quarter) pursuant to subdivision (ii) above, and within
      45
      days of the last day of each fourth Fiscal Quarter, 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;




(xix)  License
      Revocation :
      promptly upon any Officer of Borrower obtaining knowledge of a License
      Revocation, written notice thereof together with such other information as
      may
      be reasonably available to Borrower to enable Lenders and their counsel to
      evaluate such License Revocation, and such other information as may be
      reasonably requested by Administrative Agent;




(xx)  Organizational
      Matters :
      with
      reasonable promptness, written notice of (1) any amendment of the Organizational
      Documents of Borrower or any of its Subsidiaries, and (2) any change in the
      executive officers of Borrower or any of its Subsidiaries;




(xxi)  Real
      Property :
      if
      Borrower or any of its Subsidiaries acquires any additional Real Property Assets
      after the Effective Date, an updated Schedule 5.5B.




(xxii)  Revisions
      or Updates to Schedules :
      should
      any of the information or disclosures provided on any of the Schedules
      originally attached to any of the Loan Documents become outdated or incorrect
      in
      any material respect, as part of the next quarterly Officer’s Certificate
      required pursuant to subsection 6.1(iv) ,
      such
      revisions or updates to such Schedules as may be necessary or appropriate to
      update or correct such Schedules, provided that no
      such revisions or updates to any Schedules shall be deemed to have amended,
      modified or superseded such Schedules immediately prior to the submission of
      such revised or updated Schedules, or to have cured any breach of warranty
      or
      representation resulting from the inaccuracy or incompleteness of any such
      Schedules, unless and until the Requisite Lenders in their sole and absolute
      discretion, shall have accepted in writing such revisions or updates to such
      Schedules; and




(xxiii)  Other
      Information :
      with
      reasonable promptness, such other information and data with respect to Borrower
      or any of its Subsidiaries as from time to time may be reasonably requested
      by
      any Lender.




**6.2**
            **Existence**,**etc**.




Except
      as
      permitted under subsection 7.7 ,
      Borrower will, and will cause each of its Subsidiaries to, at all times preserve
      and keep in full force and effect its existence in the jurisdiction of
      organization specified on Schedule 4.1C and all
      rights and franchises material to its business; provided ,
      however
      that neither Borrower nor any of its Subsidiaries shall be required to preserve
      any such right or franchise if the Governing Body of Borrower or such Subsidiary
      shall determine that the preservation thereof is no longer desirable in the
      conduct of the business of Borrower or such Subsidiary, as the case may be,
      and
      that the loss thereof is not disadvantageous in any material respect to
      Borrower, such Subsidiary or Lenders.




**6.3**
            **Payment
                of Taxes and Claims; Tax Consolidation**.




**A.**  Borrower
      will, and will cause each of its Subsidiaries to, pay all Taxes, 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 Tax, 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
      (i) such reserve or other appropriate provision, if any, as shall be
      required in conformity with GAAP shall have been made therefor and (ii) in
      the case of a Tax, 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.**  Borrower
      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
      Borrower or any of its Subsidiaries).




**6.4**
            **Maintenance
                of Properties; Insurance**.




**A.**  **Maintenance
      of Properties** . **** Borrower
      will, and will cause each of its 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 Borrower and its 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** . **** Borrower
      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 Borrower and its 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, to the extent companies (and for such purpose, including Isle
      of
      Capri Casinos, Inc.) of similar size and in similar businesses self-insure),
      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, Borrower 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, covering such risks, and having other terms and conditions 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 $500,000 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** .
      Borrower shall, and shall cause each of its Subsidiaries to, permit any
      authorized representatives designated by Administrative Agent to visit and
      inspect any of the properties of Borrower or any of its Subsidiaries, to
      inspect, copy and take extracts from Borrower’s and its Subsidiaries’ 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 Borrower 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**.




**A.**  **Compliance
      with Laws** .
      Borrower shall comply, and shall cause each of its Subsidiaries and all other
      Persons on or occupying any Facilities to comply, with the requirements of
      all
      applicable laws, rules, regulations and orders of any Government Authority
      (including all Environmental Laws and Gaming Laws), noncompliance with which
      could reasonably be expected to result in, individually or in the aggregate,
      a
      Material Adverse Effect.




**B** .  **Maintenance
      of Material Licenses** .
      Borrower shall, and shall cause each of its Subsidiaries to, maintain (i) such
      valid Gaming Authorizations, registrations and findings of suitability in all
      jurisdictions as may be necessary to operate each of its Gaming Facility
      businesses, including, when completed, the Expansion Project, and (ii) all
      liquor licenses and registrations as may be necessary to sell alcoholic
      beverages from and in its Gaming Facilities, including, when completed, the
      Expansion Project.




**6.7**
            **Environmental
                Matters**.




**A.**  **Environmental
      Investigations** .
      Borrower agrees that Administrative Agent may, from time to time and in its
      reasonable discretion, (i) retain, at Borrower’s expense, an independent
      professional consultant to review any environmental audits, investigations,
      analyses and reports relating to Hazardous Materials prepared by or for Borrower
      and (ii) if (a) Administrative Agent reasonably believes that
      Borrower
      has breached any representation, warranty or covenant contained in subsection 5.6 , 5.13 , 6.6 , 6.7B or 6.7C or that
      there has been a material violation of Environmental Laws at any Facility or
      by
      Borrower or any of its Subsidiaries at any other location or (b) an
      Event
      of Default has occurred and is continuing, conduct its own investigation of
      any
      Facility; provided that, in
      the case of any Facility no longer owned, leased, operated or used by Borrower
      or any of its Subsidiaries, Borrower 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, Borrower 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 Borrower 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 Borrower 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. Borrower 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 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 Borrower
      with the understanding that Borrower acknowledges and agrees that (x) it
      will indemnify and hold harmless Administrative Agent, Lead Arranger and each
      Lender from any costs, losses or liabilities relating to Borrower’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 Borrower, neither Administrative Agent,
      Lead Arranger nor any Lender is requiring or recommending the implementation
      of
      any suggestions or recommendations contained in such report.




**B.**  **Environmental
      Disclosure** . **** Borrower
      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 Borrower or any of its Subsidiaries or by independent
      consultants, Government Authorities or any other Persons, with respect to
      significant environmental matters at any Facility that, individually or in
      the
      aggregate, could reasonably be expected to result in a Material Adverse Effect
      or with respect to any Environmental Claims that, individually or in the
      aggregate, could reasonably be expected to result in 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,
      (b) any remedial action taken by Borrower 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
      resulting in, 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 result in a Material Adverse Effect, and
      (c) Borrower’s discovery of any occurrence or condition on any real
      property adjoining or in the vicinity of any Facility that could reasonably
      be
      expected to result in, individually or in the aggregate, a Material Adverse
      Effect.




(iii)  Written
      Communications Regarding Environmental Claims, Releases, Etc. As
      soon
      as practicable following the sending or receipt thereof by Borrower 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,
      could
      reasonably be expected to result in a Material Adverse Effect, (b) any
      Release required to be reported to any Government Authority, and (c) any
      request for information from any Government Authority that suggests such
      Government Authority is investigating whether Borrower 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 Borrower or any of its Subsidiaries that could
      reasonably be expected to (1) expose Borrower or any of its Subsidiaries to,
      or
      result in, Environmental Claims that could reasonably be expected to result
      in,
      individually or in the aggregate, a Material Adverse Effect or (2) affect the
      ability of Borrower 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 Borrower 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 Borrower or any of its Subsidiaries to any
      material additional obligations or requirements under any Environmental Laws
      that could reasonably be expected to result in, 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.**  **Borrower’s
      Actions Regarding Hazardous Materials Activities** , **Environmental Claims and Violations of Environmental Laws** .




(i)  Remedial
      Actions Relating to Hazardous Materials Activities .
      Borrower shall, in compliance with all applicable Environmental Laws, 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. If Borrower or any of its Subsidiaries
      undertakes any such action with respect to any Hazardous Materials, Borrower
      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 Government Authorities except when,
      and only to the extent that, Borrower’s or such Subsidiary’s liability with
      respect to such Hazardous Materials Activity is being diligently contested
      in
      good faith and by appropriate proceedings by Borrower or such Subsidiary.




(ii)  Actions
      with Respect to Environmental Claims and Violations of Environmental
      Laws .
      Borrower shall promptly take, and shall cause each of its Subsidiaries promptly
      to take, any and all actions necessary to (i) cure any material violation
      of applicable Environmental Laws by Borrower or its Subsidiaries that could
      reasonably be expected to result in, individually or in the aggregate, a
      Material Adverse Effect and (2) make an appropriate response to any
      Environmental Claim against Borrower 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 result in, individually or in the aggregate,
      a
      Material Adverse Effect.




(iii)  Confirmation
      of Completion of Work At Colorado Central Station Casino. Borrower shall use
      its
      best efforts to obtain and deliver to Administrative Agent and Lenders written
      notice from the Government Authority exercising jurisdiction under Environmental
      Laws over the Remediation performed pursuant to the Administrative Order on
      Consent between the Environmental Protection Agency and Anchor Coin, signed
      August 20, 1993, for the Colorado Central Station Casino property, 430 Main
      Street, Black Hawk Colorado, that no additional material Remediation pursuant
      to
      such administrative order is required at that time by such Government
      Authority.




**6.8**
            **Execution
                of Subsidiary Guaranty and Personal Property Collateral Documents
                After
                the Effective Date**.




**A.**  **Execution
      of Subsidiary Guaranty and Personal Property Collateral
      Documents** .
      If any
      Person becomes a Subsidiary of Borrower after the date hereof, Borrower will
      promptly notify Administrative Agent of that fact and cause such Subsidiary,
      if
      a domestic Subsidiary, to execute and deliver to Administrative Agent a
      counterpart of the Subsidiary Guaranty and Amended Security Agreement and 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 4.1G) 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 First Priority Lien on all of the personal
      and
      mixed property assets of such Subsidiary described in the applicable forms
      of
      Collateral Documents.




**B.**  **Subsidiary
      Organizational Documents** , **Legal Opinions** , **Etc** .
      Borrower shall deliver to Administrative Agent, together with such Loan
      Documents, (i) certified copies of such Subsidiary’s Organizational
      Documents, together with a good standing certificate from the Secretary of
      State
      of the jurisdiction of its organization and each other state in which such
      Person is qualified 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 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 similar Officer of such Subsidiary as to (a) the fact
      that
      the attached resolutions of the Governing Body of such 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 Subsidiary executing such
      Loan
      Documents, and (iii) a favorable opinion of counsel to such Subsidiary,
      addressed to Administrative Agent and Lenders, as to (a) the due
      organization and good standing of such Subsidiary, (b) the due
      authorization, execution and delivery by such Subsidiary of such Loan Documents,
      (c) the enforceability of such Loan Documents against such Subsidiary
      and
      (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**
            **Matters
                Relating to Additional Real Property Collateral**.




**A.**  **Conforming
      Leasehold Interests** . If
      Borrower or any Subsidiary of Borrower acquires any Material Leasehold Property,
      Borrower shall, or shall cause such Subsidiary, use commercially reasonable
      best
      efforts (without requiring Borrower or such 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, if (i) Borrower 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
      then-existing senior lienholder, where Borrower and its Subsidiaries have
      attempted in good faith, but are unable, to obtain such lessor’s or senior
      lienholder’s consent after use of their commercially reasonable efforts (any
      such non-excluded Real Property Asset described in the foregoing clause (i)
      or
      (ii) being an “ **Additional
      Mortgaged Property** ”),
      Borrower or such Subsidiary 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, 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; and such opinions, appraisals, documents, title insurance
      and environmental reports that would have been delivered on the Effective Date
      if such Additional Mortgaged Property were the Acquisition Real Property or
      that
      may be reasonably required by Administrative Agent.




**C.**  **Real
      Estate Appraisals** . **** Borrower
      shall, and shall cause each of its Subsidiaries to, permit an independent real
      estate appraiser satisfactory to Administrative Agent, upon reasonable notice,
      to visit and inspect any Additional Mortgaged Property for the purpose of
      preparing an appraisal of such Additional Mortgaged Property satisfying the
      requirements of any applicable laws and regulations (in each case to the extent
      required under such laws and regulations as determined by Administrative Agent
      in its discretion).




**D.**  **Grande
      Leasehold Mortgage** .
      Borrower shall use commercially reasonable efforts to obtain a fully executed
      and notarized Mortgage, in proper form for recording in all appropriate places
      in the state of Colorado, encumbering the portion of the Grande Gaming
      Facilities leased by Grande.




**6.10**
            **Deposit
                Accounts and Cash Management Systems**.




Borrower
      shall, and shall cause each of its Subsidiaries to, use and maintain its Deposit
      Accounts and cash management systems in a manner reasonably satisfactory to
      Administrative Agent, and deliver information regarding these Deposit Accounts,
      including (a) the name and address of the financial institutions maintaining
      the
      Deposit Accounts, and (b) the Deposit Account numbers, shall be set forth on Schedule
      6.10 annexed
      hereto. Borrower shall not permit any such Deposit Account at any time to have
      a
      principal balance in excess of $2,000,000 unless Borrower or such Subsidiary,
      as
      the case may be, has (i) delivered to Administrative Agent a Deposit Account
      Control Agreement and (ii) taken all other steps necessary or, in the opinion
      of
      Administrative Agent, desirable to ensure that Administrative Agent will have
      sole dominion and control over such Deposit Account at all times while such
      agreement is in effect; provided that if Borrower or such Subsidiary is unable
      to obtain such agreement from such financial institution Borrower shall, or
      shall cause such Subsidiary to, within 30 days after receiving a written request
      by Administrative Agent to do so, transfer all amounts in the applicable Deposit
      Account to a Deposit Account maintained at a financial institution from which
      such Borrower or such Subsidiary has obtained such an agreement. Borrower shall
      not permit the aggregate amount on deposit in all Deposit Accounts of Borrower
      and of its Subsidiaries (other than Deposit Accounts maintained with
      Administrative Agent or Deposit Accounts for which a Deposit Account Control
      Agreement described above has been executed and delivered) at any time to exceed
      $5,000,000.




**6.11**
            **Interest
                Rate Agreement**.




At
      all
      times after the date that is 90 days after the Effective Date, Borrower shall
      maintain in effect one or more Interest Rate Agreements with respect to the
      Term
      Loans, in an aggregate notional principal amount of at least $80,000,000, which
      Interest Rate Agreements shall have the effect of establishing a maximum
      interest rate of not more than 9.0% per annum with respect to such notional
      principal amount, each such Interest Rate Agreement to be in form and substance
      reasonably satisfactory to Administrative Agent and with a term of not less
      than
      two years.




**6.12**
            **Isle-Riviera
                Agreement.**




Borrower
      shall use commercially reasonable efforts to enter into the Isle-Riviera
      Agreement and to provide Administrative Agent with a copy of such executed
      agreement within 60 days after the Effective Date.




**Section
      7.**  **BORROWER’S
      NEGATIVE COVENANTS**




Borrower
      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, Borrower shall
      perform, and shall cause each of its Subsidiaries to perform, all covenants
      in
      this Section 7.




**7.1**
            **Indebtedness**.




Borrower
      shall not, and shall not permit any of its 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)  Borrower
      may become and remain liable with respect to the Obligations;




(ii)  Borrower
      and its 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 resulting
      Indebtedness corresponding to the Contingent Obligations so
      extinguished;




(iii)  Borrower
      may become and remain liable with respect to unsecured Indebtedness to any
      Subsidiary Guarantor, and any wholly-owned domestic Subsidiary of Borrower
      may
      become and remain liable with respect to unsecured Indebtedness to Borrower
      or
      any Subsidiary Guarantor; provided that
      (a) a Lien on all such intercompany Indebtedness shall be granted to
      Administrative Agent for the benefit of Lenders and (b) to the extent
      the
      aggregate principal amount of such Indebtedness is equal to or greater than
      $250,000, if such intercompany Indebtedness is evidenced by a promissory note
      or
      other instrument, such promissory note or instrument shall have been pledged
      to
      Administrative Agent pursuant to the Amended Security Agreement;




(iv)  Borrower
      and its Subsidiaries, as applicable, may remain liable with respect to
      Indebtedness described in Schedule 7.1 annexed
      hereto (including any refinancing, thereof);




(v)  Borrower
      and its Subsidiaries may become and remain liable with respect to other
      Indebtedness; provided that the
      maximum aggregate liability, contingent or otherwise, of Borrower and its
      Subsidiaries in respect of all such Indebtedness and Contingent Obligations
      permitted pursuant to subsection 7.4(v) shall at
      no time exceed $2,000,000; and




(vi)  Borrower
      may, if the costs and expenses of the Expansion Project exceed $75,000,000
      in
      the aggregate, incur and remain liable with respect to the Subordinated PIK
      Indebtedness in an aggregate principal amount not to exceed the lesser of (x)
      the amount of such expenses in excess of $75,000,000 and (y)
      $25,000,000 .




**7.2**
            **Liens
                and Related Matters**.




**A.**  **Prohibition
      on Liens** . **** Borrower
      shall not, and shall not permit any of its 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 Borrower or any of its Subsidiaries,
      whether now owned or hereafter acquired, or any income or profits therefrom
      or
      proceeds thereof, 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 or proceeds under the UCC of
      any
      State or under any similar recording or notice statute, except:




(i)  Permitted
      Encumbrances;




(ii)  Liens
      granted pursuant to the Collateral Documents;




(iii)  Existing
      liens described in Schedule 7.2A(iii) annexed
      hereto (including any replacement Liens resulting from any refinancing of the
      underlying obligations of such Liens; provided that
      such replacement Liens do not extend to any property not listed on Schedule 7.2A(iii) and such
      refinancing is permitted by subsection 7.1 hereof);




(iv)  Other
      Liens securing Indebtedness, Capital Leases and Contingent Obligations permitted
      under subsections 7.1 and 7.4 ,
      respectively;




(v)  Liens
      described on Schedule 7.2A(v) annexed hereto related to the Expansion Project; provided that
      such Liens, either individually or in the aggregate, could not reasonably be
      expected to impair in any material respect the use, operation or value of the
      Expansion Project.




**B.**  **Equitable
      Lien in Favor of Lenders** . **** If
      Borrower or any of its 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 ,
      Borrower or such Subsidiary 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, which provision shall not cure any default that may have
      occurred and which provision shall be made without prejudice to any rights
      of
      Administrative Agent or Lenders with respect to such default; 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 permitted by this Agreement, neither Borrower nor any of its
      Subsidiaries shall enter into any agreement 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 Borrower or Other
      Subsidiaries** . **** Borrower
      shall not, and shall not permit any of its 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 Subsidiary to (i) pay
      dividends or make any other distributions on any of such Subsidiary’s Capital
      Stock owned by Borrower or any other Subsidiary of Borrower, (ii) repay
      or
      prepay any Indebtedness owed by such Subsidiary to Borrower or any other
      Subsidiary of Borrower, (iii) make loans or advances to Borrower or
      any
      other Subsidiary of Borrower, or (iv) transfer any of its property or
      assets to Borrower or any other Subsidiary of Borrower.




**7.3**
            **Investments;
                Acquisitions**.




Borrower
      shall not, and shall not permit any of its Subsidiaries to, directly or
      indirectly, make or own any Investment in any Person, including any Joint
      Venture, or acquire, by purchase or otherwise, all or substantially all the
      business, property or fixed assets of, or Capital Stock of any Person, or any
      division or line of business of any Person except:




(i)  Borrower
      and its Subsidiaries may make and own Investments in Cash
      Equivalents;




(ii)  Borrower
      and its Subsidiaries may continue to own the Investments owned by them as of
      the
      Effective Date (after giving effect to the Acquisition) in any Subsidiaries
      of
      Borrower;




(iii)  Borrower
      and its Subsidiaries may make intercompany loans to the extent permitted under
      subsection 7.1(iii) ;




(iv)  Borrower
      and its Subsidiaries may make Consolidated Capital Expenditures permitted by
      subsection 7.8 ;




(v)  Borrower
      and its Subsidiaries may continue to own the Investments owned by them and
      described in Schedule
      7.3 annexed
      hereto; and




(vi)  Borrower
      and its Subsidiaries may make and own other Investments in an aggregate amount
      not to exceed at any time $5,000,000.




**7.4**
            **Contingent
                Obligations**.




Borrower
      shall not, and shall not permit any of its Subsidiaries to, directly or
      indirectly, create or become or remain liable with respect to any Contingent
      Obligation, except:




(i)  Subsidiaries
      of Borrower may become and remain liable with respect to Contingent Obligations
      in respect of the Subsidiary Guaranty;




(ii)  Borrower
      may become and remain liable with respect to Contingent Obligations under Hedge
      Agreements with respect to the Loans;




(iii)  Borrower
      and its 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;




(iv)  Borrower
      and its Subsidiaries, as applicable, may remain liable with respect to
      Contingent Obligations described in Schedule 7.4 annexed
      hereto; and




(v)  Borrower
      and its Subsidiaries may become and remain liable with respect to other
      Contingent Obligations; provided that the
      maximum aggregate liability, contingent or otherwise, of Borrower and its
      Subsidiaries in respect of all such Contingent Obligations and Indebtedness
      permitted pursuant to subsection 7.1(v) shal l
      at no
      time exceed $2,000,000.




**7.5**
            **Restricted
                Junior Payments**.




Borrower
      shall not, and shall not permit any of its Subsidiaries to, directly or
      indirectly, declare, order, pay, make or set apart any sum for any Restricted
      Junior Payment; provided that so
      long as no Event of Default or Potential Event of Default shall have occurred
      and be continuing or shall be caused thereby, Borrower may pay (i) Management
      Fees, (ii) interest on Subordinated PIK Indebtedness in the form of
      additional Subordinated PIK Indebtedness, and (iii) cash interest on
      Subordinated PIK Indebtedness; provided that, after giving effect to such
      payment, the Consolidated Total Leverage Ratio of Borrower shall be less than
      2.5:1.0.




**7.6**
            **Financial
                Covenants**.




**A.**  **Minimum
      Fixed Charge Coverage Ratio** .
      Borrower shall not permit the ratio of (i) Consolidated EBITDA less Maintenance Capital Expenditures to (ii) Consolidated Fixed Charges
      for any
      four-Fiscal Quarter period to be less than 1.25:1.00.




**B.**  **Maximum
      Consolidated Total Leverage Ratio** . **** Borrower
      shall not permit the Consolidated Total Leverage Ratio as of the last day of
      the
      most recently ended Fiscal Quarter ending during any of the periods set forth
      below to exceed the correlative ratio indicated:




**Period**
            **Maximum
                Total Leverage Ratio**4thFiscal Quarter, Fiscal Year 2003
            3.25:1.001stFiscal Quarter, Fiscal Year 2004
              2ndFiscal Quarter, Fiscal Year 2004
              3rdFiscal Quarter, Fiscal Year 2004
              4thFiscal Quarter, Fiscal Year 2004
            3.25:1.00
              3.50:1.00
              3.75:1.00
              3.75:1.001stFiscal Quarter, Fiscal Year 2005
              2ndFiscal Quarter, Fiscal Year 2005
              3rdFiscal Quarter, Fiscal Year 2005
              4thFiscal Quarter, Fiscal Year 2005
            3.75:1.00
              3.50:1.00
              3.25:1.00
              3.00:1.001stFiscal Quarter, Fiscal Year 2006
              2ndFiscal Quarter, Fiscal Year 2006
              3rdFiscal Quarter, Fiscal Year 2006
            2.75:1.00
              2.50:1.00
              2.25:1.004thFiscal Quarter, Fiscal Year 2006 and each Fiscal Quarter
                thereafter
            2.25:1.00





**C.**  **Minimum
      Consolidated EBITDA** . **** Borrower
      shall not permit Consolidated EBITDA for any four-Fiscal Quarter period to
      be
      less than the amounts set forth below; provided, however, that upon the
      consummation of the Grande Sale, Borrower shall not permit Consolidated EBITDA
      for any four-Fiscal Quarter period to be less than the amounts set forth below
      less the amount of Grande’s Consolidated EBITDA for the four-Fiscal Quarter
      period most recently ending prior to the Grande Sale.




**Period**
            **Minimum
                Consolidated EBITDA**4thFiscal Quarter, Fiscal Year 2003
            $48,000,0001stFiscal Quarter, Fiscal Year 2004
              2ndFiscal Quarter, Fiscal Year 2004
              3rdFiscal Quarter, Fiscal Year 2004
              4thFiscal Quarter, Fiscal Year 2004
            $48,000,000
              $48,000,000
              $48,000,000
              $48,000,0001stFiscal Quarter, Fiscal Year 2005
              2ndFiscal Quarter, Fiscal Year 2005
              3rdFiscal Quarter, Fiscal Year 2005
              4thFiscal Quarter, Fiscal Year 2005
            $48,000,000
              $50,000,000
              $54,000,000
              $58,000,0001stFiscal Quarter, Fiscal Year 2006
              2ndFiscal Quarter, Fiscal Year 2006
              3rdFiscal Quarter, Fiscal Year 2006
            $60,000,000
              $60,000,000
              $60,000,0004thFiscal Quarter, Fiscal Year 2006 and each Fiscal Quarter
                thereafter
            $60,000,000







**D.**  **Minimum
      Consolidated Total Net Worth** . **** Borrower
      shall not permit Consolidated Total Net Worth as of the last day of the most
      recently ended Fiscal Quarter to be less than the sum of (a)(i) 90%
      of the
      Consolidated Total Net Worth as of the Effective Date, plus (ii) 75% of the positive Consolidated Net Income since the Effective
      Date plus (iii)
      50% of the net Cash proceeds from the issuance of Capital Stock and capital
      contributions made by a holder of Capital Stock of Borrower after the Effective
      Date, less (b) 100%
      of Permitted Tax Distributions since the Effective Date.




**7.7**
            **Restriction
                on Fundamental Changes; Asset Sales**.




Borrower
      shall not, and shall not permit any of its Subsidiaries to, alter the corporate,
      capital or legal structure of Borrower or any of its 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 (including its notes or receivables and Capital Stock of
      a
      Subsidiary, whether newly issued or outstanding), 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
      (other than purchases or other
      acquisitions of Inventory, materials and equipment in the ordinary course of
      Borrower’s, or any of its Subsidiaries’ business )
      except:




(i)  any
      Subsidiary of Borrower may be merged with or into Borrower 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 Borrower or any wholly-owned Subsidiary Guarantor; provided that,
      (i) in the case of such a merger, Borrower or such wholly-owned Subsidiary
      Guarantor shall be the continuing or surviving Person and (ii) in the
      case
      of such a liquidation, winding up or dissolution, all of the assets of such
      wholly-owned Subsidiary Guarantor are transferred to Borrower or a Subsidiary
      Guarantor that is wholly-owned, directly or indirectly, by Borrower or as
      otherwise expressly permitted under this Agreement;




(ii)  Borrower
      and its Subsidiaries may make Consolidated Capital Expenditures permitted under
      subsection 7.8;




(iii)  Borrower
      and its 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;




(iv)  Borrower
      and its Subsidiaries may dispose of obsolete, worn out or surplus property
      in
      the ordinary course of business;




(v)  Borrower
      and its Subsidiaries may make Asset Sales of assets having a fair market value
      not in excess of $2,000,000; provided that
      (a) the consideration received for such assets shall be in an amount
      at
      least equal to the fair market value thereof; (b) the sole consideration
      received shall be cash or other replacement assets; and (c) the proceeds
      of
      such Asset Sales shall be applied as required by subsection 2.4B(iii)(a) or
      subsection 2.4D ;




(vi)  Borrower
      or the applicable Subsidiary may consummate the Grande Sale; and




(vii)  Borrower
      may dispose of portions of property in connection with the Expansion Project
      in
      order to complete the Expansion Project; provided that
      such dispositions do not impair in any material respect the use, operation
      or
      value of the Expansion Project.




**7.8**
            **Capital
                Expenditures**.




**A.**  Borrower
      shall not, and shall not permit its Subsidiaries to, make or incur Maintenance
      Capital Expenditures, in any Fiscal Year, in an aggregate amount in excess
      of
      $5,000,000 (the “ **Maximum
      Maintenance CapEx Amount** ”); provided ,
      however, that the Maximum Maintenance CapEx Amount may be increased by an amount
      equal to the excess, if any, of the Maximum Maintenance CapEx Amount (as
      adjusted in accordance with this proviso) for the previous Fiscal Year over
      the
      actual amount of the Maintenance Capital Expenditures for such previous Fiscal
      Year, up to a maximum increase of $5,000,000 in any Fiscal Year.




**B.**  Borrower
      shall not, and shall not permit its Subsidiaries to, make or incur Expansion
      Capital Expenditures unrelated to the Expansion Project, in any Fiscal Year,
      in
      an aggregate amount in excess of $3,000,000 (the “ **Maximum
      Other Expansion CapEx Amount** ”); provided ,
      however, that the Maximum Other Expansion CapEx Amount may be increased by
      an
      amount equal to the excess, if any, of the Maximum Other Expansion CapEx Amount
      (as adjusted in accordance with this proviso) for the previous Fiscal Year
      over
      the actual amount of the Expansion Capital Expenditures unrelated to the
      Expansion Project for such previous Fiscal Year, up to a maximum increase of
      $3,000,000 in any Fiscal Year.




**C.**  Borrower
      shall not, and shall not permit its Subsidiaries to, make or incur Expansion
      Capital Expenditures in connection with the Expansion Project in an aggregate
      amount in excess of $75,000,000, provided, however, Borrower may, and may permit
      its Subsidiaries to, make or incur Expansion Capital Expenditures in excess
      of
      $75,000,000 to pay for cost overruns incurred in connection with the Expansion
      Project to the extent of the net proceeds received by Borrower in connection
      with incurrence of the Subordinated PIK Indebtedness.




**7.9**
            **Sales
                and Lease-Backs**.




Borrower
      shall not, and shall not permit any of its 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) that Borrower or any of its Subsidiaries has sold or
      transferred or is to sell or transfer to any other Person (other than to
      Borrower or any of its Subsidiaries) or (ii) that Borrower or any of
      its
      Subsidiaries intends to use for substantially the same purpose as any other
      property that has been or is to be sold or transferred by Borrower or any of
      its
      Subsidiaries to any Person (other than to Borrower or any of its Subsidiaries)
      in connection with such lease.




**7.10**
            **Transactions
                with Shareholders and Affiliates**.




Borrower
      shall not, and shall not permit any of its 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
      Borrower or with any Affiliate of Borrower or of any such holder, on terms
      that
      are less favorable to Borrower or that 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
      Borrower and any Subsidiary Guarantors or between any Subsidiary Guarantors,
      (ii) reasonable and customary fees paid to members of the Governing
      Bodies
      of Borrower and its Subsidiaries or (iii) the Subordinated PIK
      Indebtedness.




**7.11**
            **Disposal
                of Subsidiary Stock**.




Except
      for (x) any pledge or encumbrance of the Capital Stock of any of its
      Subsidiaries required under this Agreement and the applicable Collateral
      Documents and (y) any sale of 100% of the Capital Stock of any of its
      Subsidiaries in compliance with the provisions of subsection 7.7(i), Borrower
      shall not directly or indirectly sell, assign, pledge or otherwise encumber
      or
      dispose of any shares of Capital Stock of any of its Subsidiaries, except to
      qualify directors if required by applicable law; or permit any of its
      Subsidiaries directly or indirectly to sell, assign, pledge or otherwise
      encumber or dispose of any shares of Capital Stock of any of its Subsidiaries
      (including such Subsidiary), except to Borrower, another wholly owned Subsidiary
      of Borrower that is a Subsidiary Guarantor, or to qualify directors if required
      by applicable law.




**7.12**
            **Conduct
                of Business**.




From
      and
      after the Effective Date, Borrower shall not, and shall not permit any of its
      Subsidiaries to, engage in any business other than (i) the businesses
      engaged in of Borrower and its Subsidiaries on the Effective Date and similar
      or
      related businesses and (ii) such other lines of business as may be
      consented to by Requisite Lenders.




**7.13**
            **Fiscal
                Year**.




Borrower
      shall not change its Fiscal Year-end from the last Sunday in April without
      the
      prior written consent of Administrative Agent.




**7.14**
            **Operating
                Leases**.




Borrower
      shall not permit any of its Subsidiaries to enter into any Operating Leases
      or
      become liable in any way under any Operating Lease, other than any Operating
      Leases described in Schedule 7.14 annexed
      hereto (collectively, the “ **Excluded
      Leases** ”),
      unless after giving effect to the incurrence of liability under such Operating
      Leases, the Consolidated Rental Payments in effect during the then-current
      Fiscal Year does not exceed $1,000,000.




**7.15**
            **Amendments
                or Waivers of Certain Agreements; Amendments of Documents Relating
                to
                Subordinated PIK Indebtedness; Amendments of Management Agreements;
                Amendments of Expansion Agreements**.




**A.**  **Amendments
      or Waivers of Certain Agreements** .
      Neither
      Borrower nor any of its Subsidiaries will agree to any material amendment that
      would be adverse to Borrower or Lenders to, or waive any of its material rights
      under, the Related Agreements or any other agreement executed in connection
      therewith 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 PIK Indebtedness** .
      From
      and after the date the Subordinated PIK Indebtedness is incurred, Borrower
      shall
      not, and shall not permit any of its Subsidiaries to, amend or otherwise change
      the terms of any Subordinated PIK 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 PIK 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 PIK Indebtedness (or a trustee or other
      representative on their behalf) which would be adverse to Borrower or
      Lenders.




**C.**  **Amendments
      of Management Agreements.** Borrower
      shall not agree to any amendment of any Management Agreement, that causes an
      increase of, or advances the date of payment of, the Management Fees payable
      under such agreement, without obtaining the prior written consent of
      Administrative Agent to such amendment.




**D.**  **Amendments
      of Expansion Agreements** .
      Neither
      Borrower nor any of its Subsidiaries will amend or otherwise change the terms
      of
      any Expansion Agreement if such amendment could reasonably be expected to result
      in a Material Adverse Effect without prior written consent of Administrative
      Agent to such amendment.




**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 Borrower 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 Borrower to pay when due any
      amount payable to an Issuing Lender in reimbursement of any drawing under a
      Letter of Credit; or failure by Borrower to pay any interest on any Loan or
      any
      fee or any other amount due under this Agreement or any other Loan Document
      within five days after the date due; or




**8.2**
            **Default
                in Other Agreements**.




(i)  Failure
      of Borrower or any of its 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 aggregate principal amount of $1,000,000 or more,
      in each case beyond the end of any grace period provided therefor; (ii) breach
      or default by Borrower or any of its 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 (iii) a holder of any other
      Indebtedness or Contingent Obligation declares such Indebtedness or Contingent
      Obligations due prior to its stated maturity; or




**8.3**
            **Breach
                of Certain Covenants**.




Failure
      of Borrower to perform or comply with any term or condition contained in
      subsections 2.5 , 6.2 ,
      or Section
      7 of this
      Agreement; or




**8.4**
            **Breach
                of Warranty**.




Any
      representation, warranty, certification or other statement made by Borrower
      or
      any of its Subsidiaries in any Loan Document or in any statement or certificate
      at any time given by Borrower 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 Borrower
      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 Borrower or any Subsidiary Guarantor 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 Borrower or any Subsidiary Guarantor
      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 Borrower or any Subsidiary Guarantor, 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
      Borrower or any Subsidiary Guarantor 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 Borrower or any
      Subsidiary Guarantor, 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)  Borrower
      or any Subsidiary Guarantor 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
      Borrower or any Subsidiary Guarantor shall make any assignment for the benefit
      of creditors; or




(ii)  Borrower
      or any Subsidiary Guarantor 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 Governing Body of Borrower or any Subsidiary Guarantor (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 $1,000,000 or (ii) in the
      aggregate at any time an amount in excess of $2,000,000 (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 Borrower
      or
      its 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 Borrower or any Subsidiary
      Guarantor decreeing the dissolution or split up of Borrower or that Subsidiary
      Guarantor 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 Borrower,
      any of its Subsidiaries or any of their respective ERISA Affiliates in excess
      of
      $1,000,000 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 $1,000,000; or




**8.11**
            **Change
                in Control**.




A
      Change
      in Control shall have occurred; or




**8.12**
            **Invalidity
                of Subsidiary Guaranty; Failure of Security; Repudiation of
                Obligations**.




At
      any
      time after the execution and delivery thereof, (i) any 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 First Priority Lien on 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,
      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 Borrower or any of its Subsidiaries owns or operates a Gaming Facility;
      provided that such License Revocation continues for at least fifteen (15)
      consecutive days; or




**8.14**
            **Consent
                to Substitute Member.**




At
      any
      time (i) Casino America of Colorado, Inc. shall consent to any transferee of
      Capital Stock of Borrower becoming a “substitute member” (as defined in that
      certain Amended and Restated Operating Agreement of Borrower as in effect on
      the
      Effective Date (the “ **Operating
      Agreement** ”))
      without the prior written consent of the Requisite Lenders, or (ii) any
      transferee, other than Casino America of Colorado, Inc. or Black Hawk Gold,
      Ltd., has rights as a member other than those set forth in Section 13.6 of
      the
      Operating Agreement; or




**8.15**
            **Failure
                to Consummate the
                Acquisition.**




If
      the
      Acquisition is unwound, reversed or otherwise rescinded in whole or in any
      material 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 Borrower,
      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 Borrower, 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 Revolving 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).




Any
      amounts described in clause (b) above, when received by Administrative Agent,
      shall be held by Administrative Agent pursuant to the terms of the Amended
      Security 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 Borrower 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 Borrower, 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 Borrower, and such provisions shall not at any time be construed so
      as
      to grant Borrower 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 or alcoholic beverages may be
      subject to any prior approvals or exemptions required under any applicable
      Gaming Laws or liquor 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
      administrative 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 no Loan Party
      shall have 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 administrative 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 Borrower 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 Borrower) 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** ”).




If
      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 Borrower 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, Borrower 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 Borrower 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
      Borrower 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 Borrower 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, acquire equity interests in and generally engage in any
      kind of commercial banking, investment banking, trust, financial advisory or
      other business with Borrower or any of its Affiliates as if it were not
      performing the duties specified herein, and may accept fees and other
      consideration from Borrower 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 Borrower 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 Borrower 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, Lead Arranger and their officers, directors, employees,
      agents, attorneys, professional advisors and affiliates of each of them to
      the
      extent that any such Person has not been reimbursed by Borrower, for and against
      any and all liabilities, obligations, losses, damages, penalties, actions,
      judgments, suits, costs, expenses (including counsel fees and disbursements
      and
      fees and disbursements of any financial advisor engaged by Administrative Agent)
      or disbursements of any kind or nature whatsoever which may be imposed on,
      incurred by or asserted against Administrative Agent or such other Persons
      in
      exercising its powers, rights and remedies or performing its duties of an
      Administrative Agent or Lead Arranger hereunder or under the other Loan
      Documents or otherwise in its capacity as Administrative Agent or Lead Arranger
      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 or Lead Arranger’s gross negligence or
      willful misconduct as determined by a final judgment of a court of competent
      jurisdiction. If any indemnity furnished to Administrative Agent or any other
      such Person for any purpose shall, in the opinion of Administrative Agent,
      be
      insufficient or become impaired, Administrative Agent and/or Lead Arranger
      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**.




Administrative
      Agent may resign at any time by giving 30 days’ prior written notice thereof to
      Lenders and Borrower, and Administrative Agent may be removed at any time with
      or without cause by an instrument or concurrent instruments in writing delivered
      to Borrower 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 Borrower, 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.




**9.6**
            **Collateral
                Documents and Subsidiary Guaranty**.




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 Administrative 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 or Subsidiary Guarantor (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 Borrower)
      pursuant to a sale or other disposition permitted hereunder or to which
      Requisite Lenders have otherwise consented or (c) subordinate the Liens
      of
      Administrative Agent, on behalf of Lenders, to any Liens permitted by subsection
      7.2. Anything contained in any of the Loan Documents to the contrary
      notwithstanding, Borrower, 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 administrative 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**
            **Administrative
                Agent May File Proofs of Claim**.




In
      case
      of the pendency of any receivership, insolvency, liquidation, bankruptcy,
      reorganization, arrangement, adjustment, composition or other judicial
      proceeding relative to Borrower or any of its Subsidiaries, Administrative
      Agent
      (irrespective of whether the principal of any Loan shall then be due and payable
      as herein expressed or by declaration or otherwise and irrespective of whether
      Administrative Agent shall have made any demand on Borrower) shall be entitled
      and empowered, by intervention in such proceeding or otherwise




(i)  to
      file
      and prove a claim for the whole amount of principal and interest owing and
      unpaid in respect of the Loans and any other Obligations that are owing and
      unpaid and to file such other papers or documents as may be necessary or
      advisable in order to have the claims of Lenders, Administrative Agent and
      Lead
      Arranger (including any claim for the reasonable compensation, expenses,
      disbursements and advances of Lenders, Administrative Agent and Lead Arranger
      and their agents and counsel and all other amounts due Lenders, Administrative
      Agent and Lead Arranger under subsections 2.3 and 10.2 )
      allowed
      in such judicial proceeding; and




(ii)  to
      collect and receive any moneys or other property payable or deliverable on
      any
      such claims and to distribute the same;




and
      any
      custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such judicial proceeding is hereby authorized by each
      Lender to make such payments to Administrative Agent and, if Administrative
      Agent shall consent to the making of such payments directly to Lenders, to
      pay
      to Administrative Agent any amount due for the reasonable compensation,
      expenses, disbursements and advances of Administrative Agent and Lead Arranger
      and their agents and counsel, and any other amounts due Administrative Agent
      and
      Lead Arranger under subsections 2.3 and 10.2 .




Nothing
      herein contained shall be deemed to authorize Administrative Agent to authorize
      or consent to or accept or adopt on behalf of any Lender any plan of
      reorganization, arrangement, adjustment or composition affecting the Obligations
      or the rights of any Lenders or to authorize Administrative Agent to vote in
      respect of the claim of any Lender in any such proceeding.




**Section
      10.**  **MISCELLANEOUS**




**10.1**
            **Assignments
                and Participations in Loans and Letters of Credit**.




**A.**  **General** . **** Subject
      to subsections 10.1B and 10.1C ,
      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 in Letters of Credit) 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
      Borrower, require Borrower 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, or transfer described in clause (i) above shall be
      effective unless and until an Assignment Agreement effecting such sale,
      assignment or transfer shall have been accepted by Administrative Agent and
      recorded in the Register as provided in subsection 10.1B(ii) ;
      and provided , further ,
      that no
      such sale, assignment, or transfer 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. Except as otherwise provided in this subsection 10.1 ,
      no
      Lender shall, as between Borrower 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 Loans,
      or
      Letters of Credit or participations therein, or the other Obligations owed
      to
      such Lender, and such Lender shall remain solely responsible for the performance
      of such Obligations, and Borrower shall continue to deal solely and directly
      with such Lender in connection with such Lender’s rights and obligations under
      this Agreement.




**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
      Approved Fund of the assigning Lender or another Lender, with the giving of
      notice to Borrower and Administrative Agent or (b) be assigned in an
      aggregate amount of not less than $1,000,000 (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 (treating any two or more Approved Funds with the same
      investment advisor as a single Eligible Assignee) with the consent of Borrower
      (unless a Potential Event of Default or an Event of Default has occurred and
      is
      continuing) and Administrative Agent (such consent of Borrower and
      Administrative Agent shall not be unreasonably withheld or delayed); provided that
      each partial assignment shall be made as an assignment of a proportionate part
      of all the assigning Lender’s rights and obligations under this Agreement. 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 and 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
      and recording in the Register, an Assignment Agreement, together with a
      processing and recordation fee of $3,500 (provided that (i) no such processing
      and recordation fee shall be payable if the assignee is an Affiliate of the
      assignor or a Person under common management with the assignor, and (ii) only
      one such fee shall be required in connection with a simultaneous assignment
      to a
      group of Approved Funds with the same investment advisor) and such forms
      (including an administrative questionnaire if the Eligible Assignee is not
      a
      Lender), 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 2.7 B(iii)(a).
      Upon such execution, delivery, acceptance and recordation, 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 that 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 any Notes
      hereunder, the assigning Lender shall, upon the effectiveness of such assignment
      or as promptly thereafter as practicable, surrender its applicable Notes, if
      any, to Administrative Agent for cancellation, and thereupon new Notes shall,
      if
      so requested by the assignee and/or the assigning Lender in accordance with
      subsection 2.1D ,
      be
      issued to the assignee and/or to the assigning Lender, substantially in the
      form
      of Exhibit
      IV , Exhibit
      V or Exhibit
      VI annexed
      hereto, as the case may be, with appropriate insertions, to reflect the new
      Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans,
      as
      the case may be, of the assignee and/or the assigning Lender. Any assignment
      or
      transfer by a Lender of rights or obligations under this Agreement that does
      not
      comply with this subsection 10.1B shall be
      treated for purposes of this Agreement as a sale by such Lender of a
      participation in such rights and obligations in accordance with subsection 10.1C .




(ii)  Acceptance
      by Administrative Agent; Recordation in Register .
      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 and recordation fee (if so required) 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 2.8 B(iii)(a),
      Administrative Agent shall, if Administrative Agent (and if necessary, Borrower)
      has 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), (b) record the information
      contained therein in the Register, and (c) give prompt notice thereof
      to
      Borrower. Administrative Agent shall maintain a copy of each Assignment
      Agreement delivered to and accepted by it as provided in this subsection 10.1B(ii) .




(iii)  If
      the
      consent of Borrower to an assignment or to an Eligible Assignee is required
      hereunder (including a consent to an assignment which does not meet the minimum
      assignment thresholds specified in subsection 10.1B(i)), Borrower shall be
      deemed to have given its consent five Business Days after the date notice
      thereof has been delivered by the assigning Lender (through Administrative
      Agent) unless such consent is expressly refused by Borrower prior to such fifth
      Business Day.




**C.**  **Participations** . **** Any
      Lender may, without the consent of, or notice to, Borrower or Administrative
      Agent, sell participations to one or more banks or other entities (a
“ **Participant** ”)
      in all
      or a portion of such Lender’s rights and/or obligations under this Agreement
      (including all or a portion of its Commitment and/or the Loans owing to it); provided that
      (i) such Lender’s obligations under this Agreement shall remain unchanged,
      (ii) such Lender shall remain solely responsible to the other parties
      hereto for the performance of such obligations, and (iii) Borrower,
      Administrative Agent and the other Lenders shall continue to deal solely and
      directly with such Lender in connection with such Lender’s rights and
      obligations under this Agreement. Any agreement or instrument pursuant to which
      a Lender sells such a participation shall provide that such Lender shall retain
      the sole right to enforce the Loan Documents and to approve any amendment,
      modification or waiver of any provision of the Loan Documents; provided that
      such agreement or instrument may provide that such Lender will not, without
      the
      consent of such Participant, agree to any amendment, modification or waiver
      that
      affects such Participant if such amendment, modification or waiver requires
      the
      unanimous written consent of all Lenders pursuant to subsection 10.6 .
      Subject
      to subsection 10.1E ,
      Borrower agrees that each Participant shall be entitled to the benefits of
      subsections 2.7 D, 2.8 ,
      and 3.6
      to the same extent as if it were a Lender and had acquired its interest by
      assignment pursuant to this subsection 10.1C ; provided ,
      however, that in no event shall Borrower be obligated to make any payment with
      respect to such subsections which is greater than the amount that Borrower
      would
      have paid to the Lender had no such participation been sold. To the extent
      permitted by law, each Participant also shall be entitled to the benefits of
      subsection 10.4 as
      though it were a Lender, provided such Participant agrees to be subject to
      subsection 10.5 as
      though it were a Lender. If any amounts outstanding under this Agreement are
      due
      and unpaid, or shall have been declared or shall have become due and payable
      upon the occurrence of an Event of Default, each participant shall be deemed
      to
      have the right of set-off in respect of its participating interest in amounts
      owing under this Agreement to the same extent as if the amount of its
      participating interest were owing directly to it as a Lender under this
      Agreement.




**D.**  **No
      Greater Payments to Participants** .
      A
      Participant shall not be entitled to receive any greater payment under
      subsections 2.6D , 2.7 ,
      and 3.6
      than the applicable Lender would have been entitled to receive with respect
      to
      the participation sold to such Participant, unless the sale of the participation
      to such Participant is made with Borrower’s prior written consent. A Participant
      that would be a Non-US Lender if it were a Lender shall not be entitled to
      the
      benefits of subsection 2.7 ** unless
      Borrower is notified of the participation sold to such Participant and such
      Participant agrees, for the benefit of Borrower, to comply with subsection 2.8 B(iii)
      as
      though it were a Lender.




**E.**  **Assignments
      to Secured Parties and Trustees** .
      In
      addition to the assignments and participations permitted under the foregoing
      provisions of this subsection 10.1, (a) 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 creditor, including 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 Borrower 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 creditor be considered to be a “Lender” or
      be entitled to require the assigning Lender to take or omit to take any action
      hereunder, (b) any Lender that is a Fund may pledge its Loans and/or Notes
      to
      its trustee for the benefit of its investors, 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 any required consents); provided  further that no
      Lender shall, as between Borrower and such Lender, be relieved of any of its
      obligations hereunder as a result of any such pledge.




**F.**  **Information** . **** Each
      Lender may furnish any information concerning Borrower 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 .




**G.**  **Representations
      of Lenders** . **** Each
      Lender listed on the signature pages hereof hereby represents and warrants
      (i) that it is and at all times shall be an Eligible Assignee described
      in
      clause (A) of the definition thereof; (ii) that it has experience and
      expertise in the making of loans such as the Loans; and (iii) that it
      will
      make its Loans for its own account in the ordinary course of its business and
      without a present 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 such Assignment Agreement are
      incorporated herein by this reference.




**10.2**
            **Expenses**.




Whether
      or not the transactions contemplated hereby shall be consummated, Borrower
      agrees to pay promptly (i) all the actual and reasonable costs and expenses
      of the Administrative Agent in connection with 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 Borrower
      (including any opinions requested by Lenders as to any legal matters arising
      hereunder) and of Borrower’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 Borrower; (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 4.1H and any environmental audits or reports
      provided for under subsections 4.1I and 6.7; (vi) all the actual costs and
      expenses incurred by Administrative Agent in connection with 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 Borrower 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, Borrower
      agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay
      and hold harmless Administrative Agent and Lenders, and the officers, directors,
      employees, counsel, agents, representatives, trustees, advisors and affiliates
      of Administrative Agent and Lenders (collectively called the “ **Indemnitees** ” ),
      from
      and against any and all Indemnified Liabilities (as hereinafter defined); provided that
      Borrower shall not have any obligation to any Indemnitee hereunder with respect
      to any Indemnified Liabilities to the extent such Indemnified Liabilities arise
      solely 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 and Releases), 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 or the other 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 Borrower or Administrative Agent 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 Borrower 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, Borrower 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 during the
      continuance of any Event of Default each Lender is hereby authorized by Borrower
      at any time or from time to time, without prior notice to Borrower 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 or other amounts held by any
      Lender (or any Affiliate of that Lender) for the credit or account of Borrower
      (general or special, time or demand, provisional or final, 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 or any Affiliate of such Lender to or for the credit or
      the
      account of Borrower and each other Loan Party against and on account of the
      Obligations of Borrower and each other Loan Party to that Lender (or any
      Affiliate of such Lender) or to any other Lender (or any Affiliate of any other
      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 or under any of the other
      Loan Documents 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. Borrower 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) that is greater than the proportion received by any other Lender in
      respect of the Aggregate Amounts Due to such other Lender hereunder, 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 hereunder; 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 Borrower or otherwise (and whether by litigation, demand,
      settlement 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. Borrower 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 Borrower
      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 or of any of the other Loan Documents, and no consent
      to any departure by Borrower herefrom or therefrom, shall in any event be
      effective without the written concurrence of Requisite Lenders; unless otherwise
      provided elsewhere in this Agreement; provided that in addition:




(a)  any
      such
      amendment, modification, termination, waiver or consent which:




(i)  postpones
      the date or reduces the amount of any scheduled payment of principal of any
      of
      the Loans;




(ii)  postpones
      the date on which any interest or any fees are payable or reduces the amount
      of
      any interest or any fees payable hereunder; or




(iii)  amends,
      modifies, terminates or waives any provision of subsection 2.2 that
      decreases the interest rate borne by Loans (other than any waiver of any
      increase in the interest rate applicable to such Loans pursuant to subsection
      2.2) or the percentages set forth in the definitions of “Applicable Base Rate
      Margin” and “Applicable LIBOR Margin”;




(iv)  changes
      in any manner the definition of “Pro Rata Share” or the definition of “Requisite
      Lenders”;




(v)  changes
      in any manner any provision of this Agreement which, by its terms, expressly
      requires the approval or concurrence of all Lenders;




(vi)  releases
      any Lien granted in favor of Administrative Agent with respect to all or
      substantially all of the Collateral other than in accordance with the terms
      of
      the Credit Agreement;




(vii)  releases
      any material Subsidiary Guarantor from its obligations under the Subsidiary
      Guaranty, in each case other than in accordance with the terms of the Loan
      Documents;




(viii)  changes
      in any manner the provisions contained in subsection 8.1 or this
      subsection 10.6 ;
      or




(ix)  an
      assignment by the Borrower of its Obligations under this Agreement or any of
      the
      other Loan Documents;




shall
      be
      effective only if evidenced by the written concurrence of all
      Lenders.




In
      addition,




(a)  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;




(b)  no
      amendment, modification, termination or waiver of any provision of subsection 2.1A(i) - 2.1A(ii) 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,
      representations and warranties, 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);




(c)  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; and




(d)  (i)
      any
      election by Administrative Agent to make a credit bid at a public or private
      foreclosure sale of the Collateral and (ii) after the acquisition by
      Administrative Agent of any of the Collateral at a public or private sale,
      a
      subsequent sale of the Collateral by the Administrative Agent where (A) the
      purchase price is paid in a form other than Cash, or (B) the purchase price
      is
      less than the amount necessary to pay the Lenders the whole amount of principal,
      interest and other amounts owing and unpaid in connection with the Loans and
      any
      other Obligations shall be effective only if evidenced by the written
      concurrence of Requisite Lenders.




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 Borrower
      in any case shall entitle Borrower 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 Borrower, on Borrower. Notwithstanding anything contained herein
      to
      the contrary, as among Lenders and Administrative Agent in connection with
      the
      exercise of remedies under any of the Loan Documents, the written concurrence
      of
      Requisite Lenders shall be required for Administrative Agent to exercise proxy
      rights in the election of the Governing Body of any Loan Party owning real
      property or to acquire any ownership interest in real property of any Loan
      Party.




**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;
                Effectiveness of Signatures**.




**A.**  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, telexed 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 telex, 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 Borrower 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. Electronic mail may be used
      to
      distribute routine communications, such as financial statements and other
      information; provided ,
      however, that no signature with respect to any notice, request, agreement,
      waiver, amendment or other document or any notice that is intended to have
      binding effect may be sent by electronic mail.




**B.**  Effectiveness
      of Signatures .
      Loan
      Documents and notices under the Loan Documents may be transmitted and/or signed
      by facsimile. The effectiveness of any such documents and signatures shall,
      subject to applicable law, have the same force and effect as an original copy
      with manual signatures and shall be binding on all Loan Parties, Administrative
      Agent, Lead Arranger and Lenders. Administrative Agent may also require that
      any
      such documents and signature be confirmed by a manually-signed copy thereof; provided ,
      however, that the failure to request or deliver any such manually-signed copy
      shall not affect the effectiveness of any facsimile document or
      signature.




**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
      Borrower set forth in subsections 2.6D , 2.7 , 3.5A , 3.6 , 10.2 , 10.3 , 10.4 , 10.17 and 10.18 and the
      agreements of Lenders set forth in subsections 9.2C , 9.3 , 9.4 , 10.5 and 10.18 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 or expiration 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 Borrower or any other party or against or in payment of
      any
      or all of the Obligations. To the extent that Borrower 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 (whether by litigation, demand, settlement or otherwise), 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, or Lenders
      and Borrower, 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**
            **Release
                of Security Interest or Guaranty**.




Upon
      the
      proposed sale or other disposition of any Collateral that is permitted by this
      Agreement or to which Requisite Lenders have otherwise consented, or the sale
      or
      other disposition of all of the Capital Stock of a Subsidiary Guarantor to
      any
      Person (other than to a Subsidiary Guarantor) permitted by this Agreement or
      to
      which Requisite Lenders have otherwise consented, for which a Loan Party desires
      to obtain a security interest release or a release of the Subsidiary Guaranty
      from Administrative Agent, such Loan Party shall deliver an Officer’s
      Certificate (i) stating that the Collateral or the Capital Stock subject to
      such
      disposition is being sold or otherwise disposed of in compliance with the terms
      hereof and (ii) specifying the Collateral or Capital Stock being sold or
      otherwise disposed of in the proposed transaction. Upon the receipt of such
      Officer’s Certificate, Administrative Agent shall, at such Loan Party’s expense,
      so long as Administrative Agent (a) has no reason to believe that the facts
      stated in such Officer’s Certificate are not true and correct and (b) if the
      sale or other disposition of such item of Collateral or Capital Stock
      constitutes an Asset Sale, shall have received evidence satisfactory to it
      that
      arrangements satisfactory to it have been made for delivery of the Net Asset
      Sale Proceeds if and as required by subsection 2.4, execute and deliver such
      releases of its security interest in such Collateral or such Subsidiary
      Guaranty, as may be reasonably requested by such Loan Party.




**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**.




The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      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). Borrower may not assign or otherwise transfer any of its
      rights or obligations hereunder without the prior written consent of each Lender
      (and any attempted assignment or transfer by Borrower without such consent
      shall
      be null and void). Nothing in this Agreement, expressed or implied, shall be
      construed to confer upon any Person (other than the parties hereto, their
      respective successors and assigns permitted hereby and, to the extent expressly
      contemplated hereby, Affiliates of Administrative Agent and Affiliates of
      Lenders) any legal or equitable right, remedy or claim under or by reason of
      this Agreement.




**10.17**
            **Consent
                to Jurisdiction and Service of Process**.




**ALL
      JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWER 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** , **BORROWER** , **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 SUCH BORROWER 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 BORROWER 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 BORROWER 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 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 that has been identified in writing as
      confidential by Borrower in accordance with such Lender’s customary procedures
      for handling confidential information of this nature and, in the case of banks,
      and in accordance with safe and sound banking practices, it being understood
      and
      agreed by Borrower that in any event a Lender may make disclosures
      (a) to its Affiliates and to its Affiliates’ directors, officers, employees
      and agents, including accountants, legal counsel and other advisors (it being
      understood that the Persons to whom such disclosure is made will be informed
      of
      the confidential nature of such information and instructed to keep such
      information confidential), (b) to the extent requested by any Government
      Authority, (c) to the extent required by applicable laws or regulations
      or
      by any subpoena or similar legal process, (d) to any other party to
      this
      Agreement, (e) in connection with the exercise of any remedies hereunder
      or
      any suit, action or proceeding relating to this Agreement or the enforcement
      of
      rights hereunder, (f) subject to an agreement containing provisions
      substantially the same as those of this subsection 10.19 ,
      to
      (i) any Eligible Assignee of or Participant in, or any prospective Eligible
      Assignee of or Participant in, any of its rights or obligations under this
      Agreement or (ii) any direct or indirect contractual counterparty or
      prospective counterparty (or such contractual counterparty’s or prospective
      counterparty’s professional advisor) to any credit derivative transaction
      relating to obligations of Borrower, (g) with the consent of Borrower,
      (h) to the extent such information (i) becomes publicly available
      other than as a result of a breach of this subsection 10.19 ,
      or
      (ii) becomes available to Administrative Agent or any Lender on a
      nonconfidential basis from a source other than Borrower, or (i) to the
      National Association of Insurance Commissioners or any other similar
      organization or any nationally recognized rating agency that requires access
      to
      information about a Lender’s or its Affiliates’ investment portfolio in
      connection with ratings issued with respect to such Lender or its Affiliates
      and
      that no written or oral communications from counsel to an Agent and no
      information that is or is designated as privileged or as attorney work product
      may be disclosed to any Person unless such Person is a Lender or a participant
      hereunder; provided that,
      unless specifically prohibited by applicable law, regulation or court order,
      each Lender shall notify Borrower of any request by any Government Authority
      or
      representative thereof (other than any such request in connection with any
      examination of the financial condition of such Lender by such Government
      Authority) 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 Borrower or any of its Subsidiaries. Notwithstanding anything
      contained herein to the contrary, Borrower understands and agrees that
      Administrative Agent and the institution identified as “Lead Arranger” on the
      title page to this Agreement may make customary disclosures for advertising
      and
“league table” purposes.




Notwithstanding
      anything to contrary herein, Borrower and Administrative Agent hereby agree
      that
      Borrower (and each of its employees, representatives and agents) is permitted
      to
      disclose to any Person, the structure and tax aspects of the transactions
      contemplated by the Loan Documents, and all materials of any kind (including
      opinions and other tax analyses) that are provided to Borrower related to such
      structure and tax aspects. In this regard, Borrower acknowledges and agrees
      that
      Borrower’s disclosure of the structure or tax aspects of such transactions is
      not limited in any way by an express or implied understanding or agreement,
      oral
      or written (whether or not such agreement or understanding is legally binding).
      Furthermore, Borrower acknowledges and agrees that it does not know or have
      reason to know that its use or disclosure of information relating to the
      structure or tax aspects of the transactions contemplated by the Loan Documents
      is limited in any other manner for the benefit of any other Person.




**10.20**
            **Co-Documentation
                Agents**,**Lead Arranger and Syndication Agent**.




None
      of
      the institutions identified as “Lead Arranger,”“Co-Documentation Agents” or
“Syndication Agent” on the title page to this Agreement shall have any
      obligations, liabilities or duties under this Agreement other than those
      applicable to a Lender (but only if such institution is a Lender) as such,
      and
      no such institution shall have or be deemed to have any fiduciary relationship
      with any Lender. Each Lender acknowledges that it has not relied, and will
      not
      rely, on any such institution in deciding to enter into this Agreement or in
      taking or not taking any action hereunder.




**10.21**
            **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 Borrower and
      Administrative Agent of written or telephonic notification of such execution
      and
      authorization of delivery thereof.




**10.22**
            **Gaming
                Laws**.




**A.**  This
      Agreement and the other Loan Documents are subject to the Gaming Laws and laws
      involving the sale, distribution and possession of alcoholic beverages (the
      “ **Liquor
      Laws** ”).
      Without limiting the foregoing, each of the Administrative Agent, Lead Arranger,
      Syndication Agent, Co-Documentation Agents, each Lender and each Participant
      acknowledges that (i) it is subject to being called forward by the Gaming
      Authority or Government Authority enforcing the Liquor Laws (the “ **Liquor
      Authorities** ”),
      in
      their discretion, for licensing or a finding of suitability or to file or
      provide other information, and (ii) all rights, remedies and powers under this
      Agreement and the other Loan Documents, including with respect to the entry
      into
      and ownership and operation of the Facilities, and the possession or control
      of
      gaming equipment, alcoholic beverages or a gaming or liquor license, may be
      exercised only to the extent that the exercise thereof does not violate any
      applicable provisions of the Gaming Laws and Liquor Laws and only to the extent
      that required approvals (including prior approvals) are obtained from the
      requisite Government Authorities.




**B.**  Each
      of
      the Administrative Agent, Lead Arranger, Syndication Agent and Co-Documentation
      Agents, Lenders and Participants agrees to cooperate with the Gaming Authority
      (or be subject to the provisions of subsection 2.9) in connection with the
      provision of such documents or other information as may be requested by such
      Gaming Authority or Liquor Authorities relating to the Borrower and its
      Subsidiaries or to the Loan Documents.














[Remainder
      of page intentionally left blank]




**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.




**BORROWER:**




**ISLE
      OF CAPRI BLACK HAWK** , **L** . **L** . **C** .







By:  /s/
      ALLAN B. SOLOMON


Allan
      B.
      Solomon


Executive
      Vice President, Secretary and General Counsel











Notice
      Address:





ISLE
      OF
      CAPRI BLACK HAWK, L.L.C.


1641
      Popps Ferry Road, Suite B-1


Biloxi,
      MS 39532





With
      a
      Copy to:





ISLE
      OF
      CAPRI BLACK HAWK, L.L.C.


401
      Main
      Street


Black
      Hawk, CO 80422














**ADMINISTRATIVE
      AGENT:**




**CANADIAN
      IMPERIAL BANK OF COMMERCE** , **** as
      Administrative Agent




By: /s/
      DEAN J. DECKER


Dean
      J.
      Decker


Managing
      Director


CIBC
      World Markets Corp., AS AGENT











Notice
      Address:





CANADIAN
      IMPERIAL BANK OF COMMERCE


425
      Lexington Avenue


New
      York,
      New York 10017


Attn.:
      Agency Services Dept.


Facsimile
      No.: (212) 856-3763





With
      a
      Copy to:





CIBC
      WORLD MARKETS CORP.


10880
      Wilshire Boulevard, 17 th Floor


Los
      Angeles, California 90024








**SYNDICATION
      AGENT:**




**WELLS
      FARGO BANK, N.A.** , **** as
      Syndication Agent and Lender




By: /S/
      E.
      Philip Potamitis


Name:
      E.
      Philip Potamitis


Title: Vice
      President








Notice
      Address:





WELLS
      FARGO BANK, N.A.


3800
      Howard Hughes Parkway, 4 th Floor


Las
      Vegas, Nevada 89109


Facsimile
      No.: (702) 791-6365








**HIBERNIA
      NATIONAL BANK** , **** as




Co-Documentation
      Agent and Lender




By: /S/
      Chris Haskew


Name:
      Chris Haskew


Title: Vice
      President








Notice
      Address:





HIBERNIA
      NATIONAL BANK


333
      Travis Street, 3 rd Floor


Shreveport,
      Louisiana 71101


Facsimile
      No.: (318) 674-3758








**THE
      CIT GROUP/EQUIPMENT FINANCING, INC.** , **** as
      Co-Documentation Agent and Lender




By: /S/
      FRA NK
      O.
      YOUNG


Name:
      Frank O. Young


Title: Senior
      Vice President








Notice
      Address:





THE
      CIT
      GROUP/EQUIPMENT FINANCING, INC.


1540
      W.
      Fountainhead Parkway


Tempe,
      Arizona 85285


Facsimile
      No.: (480) 858-1489








**LENDERS:**





**CIBC
      INC** ., **** as
      a
      Lender




By: _/S/
      DEAN J. DECKER __________


Dean
      J.
      Decker


Managing
      Director


CIBC
      World Markets Corp., AS AGENT











Notice
      Address:





CIBC
      INC.


425
      Lexington Avenue


New
      York,
      New York 10017


Attn.:
      Agency Services Dept.


Facsimile
      No.: (212) 856-3763





With
      a
      Copy to:





CIBC
      WORLD MARKETS CORP.


10880
      Wilshire Boulevard, 17 th Floor


Los
      Angeles, California 90024





























**FIRST
      AMENDED AND RESTATED**




**CREDIT
      AGREEMENT**




**Dated
      as of April 22** , **2003**




**among**




**ISLE
      OF CAPRI BLACK HAWK** , **L** . **L** . **C** .,


**as
      Borrower** ,




**THE
      LENDERS LISTED HEREIN** ,


**as
      Lenders** ,




**CANADIAN
      IMPERIAL BANK OF COMMERCE** ,


**as
      Administrative Agent** ,




**WELLS
      FARGO BANK** , **N** . **A** .,


**as
      Syndication Agent,**




**HIBERNIA
      NATIONAL BANK and**


**THE
      CIT GROUP/EQUIPMENT FINANCING INC** .,


**as
      Co-Documentation Agents,**




**and**




**CIBC
      WORLD MARKETS CORP** .,


**as
      Lead Arranger**














TABLE
      OF
      CONTENTS




Page
      No.




SECTION
      1.DEFINITIONS2




1.1 Certain
      Defined Terms 2




1.2 Accounting
      Terms; Utilization of GAAP for Purposes of Calculations Under
      Agreement 34




1.3 Other
      Definitional Provisions and Rules of Construction 34




SECTION
      2. AMOUNTS
      AND TERMS OF COMMITMENTS AND LOANS 35




2.1 Commitments;
      Making of Loans; Optional Notes 35




2.2 Interest
      on the Loans 40




2.3 Fees 45




2.4 Repayments,
      Prepayments and Reductions in Revolving Loan Commitments; General Provisions
      Regarding Payments; Application of Proceeds of Collateral and Payments Under
      Subsidiary Guaranty 45




2.5 Use
      of
      Proceeds. 54




2.6 Special
      Provisions Governing LIBOR Loans 54




2.7 Increased
      Costs; Taxes; Capital Adequacy 56




2.8 Obligation
      of Lenders and Issuing Lenders to Mitigate 61




2.9 Replacement
      of Lenders 61




SECTION
      3. LETTERS
      OF CREDIT 62




3.1 Issuance
      of Letters of Credit and Lenders’ Purchase of Participations Therein 62




3.2 Letter
      of
      Credit Fees 65




3.3 Drawings
      and Reimbursement of Amounts Paid Under Letters of Credit 66




3.4 Obligations
      Absolute 68




3.5 Indemnification;
      Nature of Issuing Lenders’ Duties 69




3.6 Increased
      Costs and Taxes Relating to Letters of Credit 70




SECTION
      4. CONDITIONS
      TO LOANS AND LETTERS OF CREDIT 72




4.1 Conditions
      to Occurrence of the Effective Date 72




4.2 Conditions
      to All Loans 80




4.3 Conditions
      to Letters of Credit 81




SECTION
      5. BORROWER’S
      REPRESENTATIONS AND WARRANTIES 81




5.1 Organization,
      Powers, Qualification, Good Standing, Business and Subsidiaries 81




5.2 Authorization
      of Borrowing, etc 82




5.3 Financial
      Condition 84




5.4 No
      Material Adverse Change; No Restricted Junior Payments of Permitted Tax
      Distributions 84




5.5 Title
      to
      Properties; Liens; Real Property; Intellectual Property 84




5.6 Litigation;
      Adverse Facts 85




5.7 Payment
      of Taxes 86




5.8 Performance
      of Agreements; Materially Adverse Agreements; Material Contracts 86




5.9 Governmental
      Regulation; OFAC; Patriot Act; Foreign Corrupt Practices Act 87




5.10 Securities
      Activities 88




5.11 Employee
      Benefit Plans 88




5.12 Certain
      Fees 89




5.13 Environmental
      Protection 89




5.14 Employee
      Matters 90




5.15 Solvency 90




5.16 Matters
      Relating to Collateral 90




5.17 Disclosure 92




5.18 Mortgage
      Taxes, Etc. 92




5.19 Related
      Agreements; Consummation of Acquisition 92




SECTION
      6. BORROWER’S
      AFFIRMATIVE COVENANTS 93




6.1 Financial
      Statements and Other Reports 93




6.2 Existence,
      etc. 99




6.3 Payment
      of Taxes and Claims; Tax Consolidation 100




6.4 Maintenance
      of Properties; Insurance. 100




6.5 Inspection
      Rights 101




6.6 Compliance
      with Laws, etc. 101




6.7 Environmental
      Matters 101




6.8 Execution
      of Subsidiary Guaranty and Personal Property Collateral Documents After the
      Effective Date 104




6.9 Matters
      Relating to Additional Real Property Collateral 105




6.10 Deposit
      Accounts and Cash Management Systems 106




6.11 Interest
      Rate Agreement 106




6.12 Isle-Riviera
      Agreement. 106




SECTION
      7. BORROWER’S
      NEGATIVE COVENANTS 106




7.1 Indebtedness 107




7.2 Liens
      and
      Related Matters 107




7.3 Investments;
      Acquisitions 109




7.4 Contingent
      Obligations. 109




7.5 Restricted
      Junior Payments 110




7.6 Financial
      Covenants 110




7.7 Restriction
      on Fundamental Changes; Asset Sales 112




7.8 Capital
      Expenditures 113




7.9 Sales
      and
      Lease-Backs 114




7.10 Transactions
      with Shareholders and Affiliates 114




7.11 Disposal
      of Subsidiary Stock 114




7.12 Conduct
      of Business 115




7.13 Fiscal
      Year 115




7.14 Operating
      Leases 115




7.15 Amendments
      or Waivers of Certain Agreements; Amendments of Documents Relating to
      Subordinated PIK Indebtedness; Amendments of Management Agreements; Amendments
      of Expansion Agreements 115




SECTION
      8. EVENTS
      OF
      DEFAULT 116




8.1 Failure
      to Make Payments When Due 116




8.2 Default
      in Other Agreements 116




8.3 Breach
      of
      Certain Covenants 117




8.4 Breach
      of
      Warranty 117




8.5 Other
      Defaults Under Loan Documents 117




8.6 Involuntary
      Bankruptcy; Appointment of Receiver, etc. 117




8.7 Voluntary
      Bankruptcy; Appointment of Receiver, etc. 118




8.8 Judgments
      and Attachments 118




8.9 Dissolution 118




8.10 Employee
      Benefit Plans 118




8.11 Change
      in
      Control 119




8.12 Invalidity
      of Subsidiary Guaranty; Failure of Security; Repudiation of
      Obligations 119




8.13 Loss
      of
      Gaming Licenses 119




8.14 Consent
      to Substitute Member. 119




8.15 Failure
      to Consummate the Acquisition. 119




SECTION
      9. ADMINISTRATIVE
      AGENT 121




9.1 Appointment 121




9.2 Powers
      and Duties; General Immunity 122




9.3 Representations
      and Warranties; No Responsibility For Appraisal of Creditworthiness 123




9.4 Right
      to
      Indemnity 124




9.5 Successor
      Administrative Agent 124




9.6 Collateral
      Documents and Subsidiary Guaranty 124




9.7 Administrative
      Agent May File Proofs of Claim 125




SECTION
      10. MISCELLANEOUS 126




10.1 Assignments
      and Participations in Loans and Letters of Credit 126




10.2 Expenses 130




10.3 Indemnity 131




10.4 Set-Off;
      Security Interest in Deposit Accounts. 132




10.5 Ratable
      Sharing 132




10.6 Amendments
      and Waivers 133




10.7 Independence
      of Covenants 135




10.8 Notices;
      Effectiveness of Signatures 135




10.9 Survival
      of Representations, Warranties and Agreements 136




10.10 Failure
      or Indulgence Not Waiver; Remedies Cumulative 136




10.11 Marshalling;
      Payments Set Aside 136




10.12 Severability 136




10.13 Obligations
      Several; Independent Nature of Lenders’ Rights 137




10.14 Release
      of Security Interest or Guaranty 137




10.15 Applicable
      Law 137




10.16 Successors
      and Assigns. 137




10.17 Consent
      to Jurisdiction and Service of Process 138




10.18 Waiver
      of
      Jury Trial 139




10.19 Confidentiality 139




10.20 Co-Documentation
      Agents, Lead Arranger and Syndication Agent. 140




10.21 Counterparts;
      Effectiveness 140




10.22 Gaming
      Laws 141




End
      of TOC - Do not delete this paragraph!








**EXHIBITS**




I  FORM
      OF
      NOTICE OF BORROWING




II  FORM
      OF
      NOTICE OF CONVERSION/CONTINUATION




III  FORM
      OF
      REQUEST FOR ISSUANCE




IV  FORM
      OF
      TRANCHE A TERM NOTE




V  FORM
      OF
      TRANCHE B TERM NOTE




VI  FORM
      OF
      REVOLVING NOTE




VII  FORM
      OF
      COMPLIANCE CERTIFICATE




VIII  FORM
      OF
      OPINION OF BORROWER COUNSEL




IX  FORM
      OF
      OPINION OF O’MELVENY & MYERS LLP




X  FORM
      OF
      ASSIGNMENT AGREEMENT




XI  FORM
      OF
      FINANCIAL CONDITION CERTIFICATE




XII  FORM
      OF
      SUBSIDIARY GUARANTY




XIII  FORM
      OF
      SECURITY AGREEMENT




XIV  FORM
      OF
      MORTGAGE




XV  FORM
      OF
      ACKNOWLEDGEMENT AND CONSENT




XVI  FORM
      OF
      CERTIFICATE RE: NON-BANK STATUS




XVII  FORM
      OF
      DEPOSIT ACCOUNT CONTROL AGREEMENT




XVIII  FORM
      OF
      ENVIRONMENTAL INDEMNITY






















**SCHEDULES**




4.1C  CORPORATE
      AND CAPITAL STRUCTURE; OWNERSHIP; MANAGEMENT; JURISDICTION OF
      ORGANIZATION




5.1  SUBSIDIARIES
      OF BORROWER




5.2C  GOVERNMENTAL
      CONSENTS




5.4  CERTAIN
      RESTRICTED JUNIOR PAYMENTS AND TAX DISTRIBUTIONS




5.5B  REAL
      PROPERTY




5.5C  INTELLECTUAL
      PROPERTY




5.6B  LAND
      USE
      PROCEEDINGS




5.8  MATERIAL
      CONTRACTS




5.9  GAMING
      LAWS




5.13  ENVIRONMENTAL
      MATTERS




5.14  EMPLOYEE
      MATTERS




5.16G(i)  PERMITS
      AND APPROVALS




5.16G(iii)  MATERIAL
      LICENSES




6.10  DEPOSIT
      ACCOUNTS




7.1  CERTAIN
      EXISTING INDEBTEDNESS




7.2A(iii)  CERTAIN
      EXISTING LIENS




7.2A(v)  EXPANSION
      PROJECT LIENS




7.3  CERTAIN
      EXISTING INVESTMENTS




7.4  CERTAIN
      EXISTING CONTINGENT OBLIGATIONS




7.14  CERTAIN
      OPERATING LEASES