(a) New Definitions. Section 1.1 of the Credit Agreement is hereby amended by addingthe definitions of the following terms thereto, in alphabetical order, to read in their entirety asfollows:               **“‘Ninth Amendment**’ means the Ninth Amendment to the Credit Agreement, dated as of October 29,2008, by and among the Credit Parties, the Requisite Lenders and the Agents.”               **“‘Ninth Amendment Effective Date**’ has the meaning ascribed to the term “Ninth AmendmentEffective Date” in the Ninth Amendment.”          3. Section 2.23 — Southaven Insurance Proceeds Reserve. Section 2.23 of the CreditAgreement is hereby amended by replacing the reference therein to “October 31, 2008” with “November7, 2008”.          4. Conditions to Effectiveness. This Amendment shall become effective (the “NinthAmendment Effective Date”) only upon satisfaction in full of the following conditionsprecedent:          (a) Collateral Agent shall have received counterparts of this Amendment that bear thesignatures of each Credit Party, each Agent and the Requisite Lenders.          (b) Except as set forth in the Second Amendment, the Third Amendment, the Fourth Amendment,the Fifth Amendment, the Sixth Amendment, the Seventh Amendment and the Eighth Amendment, therepresentations and warranties contained herein, in Section IV of the Credit Agreement and in eachother Credit Document are true and correct in all material respects on and as of the NinthAmendment Effective Date as though made on and as of such date, except to the extent that any suchrepresentation or warranty expressly relates solely to an earlier date (in which case suchrepresentation or warranty shall be true and correct in all material respects on and as of suchearlier date).          (c) Borrower shall have paid to Administrative Agent all amounts due and owing to any Agent orany Lender in connection with this Amendment and the Credit Documents.          (d) No Default or Event of Default shall have occurred and be continuing on the NinthAmendment Effective Date or would result from this Amendment becoming effective in accordance withits terms.          (e) All legal matters incident to this Amendment shall be reasonably satisfactory to theAgents and their respective counsel.          5. Representations and Warranties. Each Credit Party represents and warrants asfollows:          (a) Organization, Good Standing, Etc. Each Credit Party (i) is a corporation, limitedliability company or limited partnership, duly organized, validly existing and in good standingunder the laws of the state or jurisdiction of its organization, (ii) has all requisite power
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and authority to execute and deliver this Amendment, consummate the transactions contemplatedhereby and perform the Credit Agreement, as amended and modified hereby and (iii) is duly qualifiedto do business and is in good standing in each jurisdiction in which the character of theproperties owned or leased by it or in which the transaction of its business makes suchqualification necessary other than in such jurisdictions where the failure to be so qualified andin good standing could not reasonably be expected to have a Material Adverse Effect.          (b) Authorization, Etc. The execution, delivery and performance by each Credit Partyof this Amendment and the performance by each Credit Party of the Credit Agreement, as amended andmodified hereby (i) have been duly authorized by all necessary action, (ii) do not and will notcontravene its charter or by-laws, its limited liability company or operating agreement or itscertificate of partnership or partnership agreement, as applicable, or any applicable law, or anycontractual restriction binding on or otherwise affecting it or any of its properties, (iii) do notand will not result in or require the creation of any Lien (other than pursuant to any CreditDocument) upon or with respect to any of its properties, and (iv) do not and will not result in anydefault, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of anymaterial permit, license, authorization or approval applicable to its operations or any of itsproperties.          (c) Governmental Approvals. No authorization or approval or other action by, and nonotice to or filing with, any Governmental Authority is required in connection with the dueexecution, delivery and performance by any Credit Party of this Amendment or the performance by anyCredit Party of the Credit Agreement, as amended and modified hereby.          (d) Enforceability of Credit Documents. Each of this Amendment and the CreditAgreement, as amended and modified hereby, is a legal, valid and binding obligation of the CreditParties which are party hereto or thereto, enforceable against such Credit Parties in accordancewith its terms, except as enforceability may be limited by equitable principles and by applicablebankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’rights generally.          (e) Representations and Warranties; No Default. Except as set forth in the SecondAmendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, theSeventh Amendment and the Eighth Amendment, the representations and warranties contained herein, inSection IV of the Credit Agreement and in each other Credit Document are true and correct in allmaterial respects on and as of the Ninth Amendment Effective Date as though made on and as of suchdate, except to the extent that any such representation or warranty expressly relates solely to anearlier date (in which case such representation or warranty shall be true and correct in allmaterial respects on and as of such earlier date); and no Default or Event of Default shall haveoccurred and be continuing on the Ninth Amendment Effective Date or would result from thisAmendment becoming effective in accordance with its terms.          6. Effect of Amendment; Continued Effectiveness of the Credit Agreement.          (a) Ratifications. Except as otherwise expressly provided herein, (i) the CreditAgreement and the other Credit Documents are, and shall continue to be, in full force and
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effect and are hereby ratified and confirmed in all respects, except that on and after theNinth Amendment Effective Date (A) all references in the Credit Agreement to “this Agreement”,“hereto”, “hereof”, “hereunder” or words of like import referring to the Credit Agreement shallmean the Credit Agreement as amended and modified by this Amendment, and (B) all references in theother Credit Documents to the “Credit Agreement”, “thereto”, “thereof”, “thereunder” or words oflike import referring to the Credit Agreement shall mean the Credit Agreement as amended andmodified by this Amendment, (ii) to the extent that the Credit Agreement or any other CreditDocument purports to pledge to the Collateral Agent, or to grant to the Collateral Agent a securityinterest in or lien on, any collateral as security for the Obligations or the GuaranteedObligations, such pledge or grant of a security interest or lien is hereby ratified and confirmedin all respects, and (iii) the execution, delivery and effectiveness of this Amendment shall notoperate as an amendment of any right, power or remedy of the Agents or the Lenders under the CreditAgreement or any other Credit Document, nor constitute an amendment of any provision of the CreditAgreement or any other Credit Document. This Amendment shall be effective only in the specificinstances and for the specific purposes set forth herein and does not allow for any other orfurther departure from the terms and conditions of the Credit Agreement or any other CreditDocument, which terms and conditions shall remain in full force and effect.          (b) No Waivers. Except as expressly set forth herein, this Amendment is not a waiverof, or consent to, any Default or Event of Default now existing or hereafter arising under theCredit Agreement or any other Credit Document and the Agents and the Lenders expressly reserve allof their rights and remedies under the Credit Agreement and the other Credit Documents in respectof all such Defaults or Events of Default not waived or consented to hereby, by the SecondAmendment, by the Third Amendment, by the Fourth Amendment, by the Fifth Amendment, by the SixthAmendment, the Seventh Amendment or the Eighth Amendment, under applicable law or otherwise.          (c) Amendment as Credit Document. Each Credit Party confirms and agrees that thisAmendment shall constitute a Credit Document under the Credit Agreement. Accordingly, it shall bean Event of Default under the Credit Agreement if any representation or warranty made or deemedmade by any Credit Party under or in connection with this Amendment shall have been incorrect inany material respect when made or deemed made or if any Credit Party fails to perform or complywith any covenant or agreement contained herein.          7. Release. Each Credit Party hereby acknowledges and agrees that: (a) neither itnor any of its Affiliates has any claim or cause of action against any Agent, the Borrowing BaseAgent or any Lender (or any of their respective Affiliates, officers, directors, employees,attorneys, consultants or agents) and (b) each Agent, the Borrowing Base Agent, and each Lender hasheretofore properly performed and satisfied in a timely manner all of its obligations to the CreditParties and their Affiliates under the Credit Agreement and the other Credit Documents.Notwithstanding the foregoing, the Agents, the Borrowing Base Agent and the Lenders wish (and theCredit Parties agree) to eliminate any possibility that any past conditions, acts, omissions,events or circumstances would impair or otherwise adversely affect any of the Agents’, theBorrowing Base Agent’s and the Lenders’ rights, interests, security and/or remedies under theCredit Agreement and the other Credit Documents. Accordingly, for and in consideration of theagreements contained in this Amendment and other good and valuable consideration, each Credit Party(for itself and its Affiliates and the successors, assigns, heirs and
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representatives of each of the foregoing) (collectively, the “Releasors”) does herebyfully, finally, unconditionally and irrevocably release and forever discharge each Agent, theBorrowing Base Agent, each Lender and each of their respective Affiliates, officers, directors,employees, attorneys, consultants and agents (collectively, the “Released Parties”) fromany and all debts, claims, obligations, damages, costs, attorneys’ fees, suits, demands,liabilities, actions, proceedings and causes of action, in each case, whether known or unknown,contingent or fixed, direct or indirect, and of whatever nature or description, and whether in lawor in equity, under contract, tort, statute or otherwise (collectively, “Claims”), whichany Releasor has heretofore had or now or hereafter can, shall or may have against any ReleasedParty by reason of any act, omission or thing whatsoever done or omitted to be done (collectively,“Actions”) on or prior to the Ninth Amendment Effective Date arising out of, connected withor related in any way to this Amendment, the Credit Agreement or any other Credit Document, or anyact, event or transaction related or attendant thereto done or omitted to be done on or prior tothe Ninth Amendment Effective Date, or the agreements of any Agent, the Borrowing Base Agent or anyLender contained therein, or the possession, use, operation or control of any of the assets of anyCredit Party, or the making of any Loans or other advances, or the management of such Loans oradvances or the Collateral on or prior to the Ninth Amendment Effective Date. For the avoidance ofdoubt, nothing contained in this Amendment shall be deemed to release or discharge any ReleasedParty from any Claims arising out of, in connection with or related in any way to Actions occurringafter the date of this Amendment.          8. Miscellaneous.          (a) Counterparts. This Amendment may be executed in any number of counterparts and bydifferent parties hereto in separate counterparts, each of which shall be deemed to be an original,but all of which taken together shall constitute one and the same agreement. Delivery of anexecuted counterpart of this Amendment by telefacsimile or electronic mail shall be equallyeffective as delivery of an original executed counterpart of this Amendment.          (b) Headings. Section and paragraph headings herein are included for convenience ofreference only and shall not constitute a part of this Amendment for any other purpose.          (c) Governing Law. This Amendment shall be governed by, and construed in accordancewith, the laws of the State of New York.          (d) Expenses. The Borrower will pay on demand all reasonable fees, costs and expensesof the Agents, the Borrowing Base Agent and the Lenders in connection with the preparation,execution and delivery of this Amendment and all documents incidental hereto, including, withoutlimitation, the reasonable fees, disbursements and other charges of Schulte Roth & Zabel LLP,counsel to Administrative Agent and Collateral Agent, and of McGuireWoods LLP, counsel to BorrowingBase Agent. In addition, the Borrower will pay all costs and expenses, including attorneys’ fees(including allocated costs of internal counsel) and costs of settlement, incurred by any Agent,Borrowing Base Agent and Lenders in enforcing any Obligations of or in collecting any payments duefrom any Credit Party hereunder or under the other Credit Documents by reason of any Default orEvent of Default (including in connection
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with the sale of, collection from, or other realization upon any of the Collateral or theenforcement of the Guaranty) or in connection with any refinancing or restructuring of the creditarrangements provided hereunder in the nature of a “work out” or pursuant to any insolvency orbankruptcy cases or proceedings (including, without limitation, the costs and expenses of anyadvisers retained by Agents, the Borrowing Base Agent and Lenders; provided, that so longas no Event of Default has occurred and is continuing the Borrower shall not be responsible forcosts and expenses of CRS in excess of $25,000).[Remainder of this page intentionally left blank]
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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by theirrespective officers thereunto duly authorized, as of the date first above written.      **BORROWER****:**