AMENDMENT
NUMBER  THREE

TO CREDIT AGREEMENT


This AMENDMENT
NUMBER THREE TO CREDIT AGREEMENT (this
“Amendment”) is entered into as of December 15, 2006, by the lenders
identified on the signature pages hereof (the “Lenders”), WELLS FARGO FOOTHILL,
INC., a California corporation (“Agent”; and together with
the Lenders, the “Lender Group”), as the arranger and administrative
agent for the Lenders, and 155 EAST TROPICANA, LLC,
a Nevada limited liability company (“Parent”) and each of Parent’s
Subsidiaries identified on the signature pages hereof (such Subsidiaries,
together with Parent, are referred to hereinafter each individually as “Borrower”,
and individually and collectively, jointly and severally, as the “Borrowers”),
with reference to the following:


WHEREAS, Borrowers and the
Lender Group are parties to that certain Credit Agreement, dated as of March
29, 2005, (as amended, restated, supplemented, or otherwise modified from time
to time, the “Credit Agreement”);


WHEREAS, Borrowers have
requested that the Lender Group make certain amendments to the Credit Agreement;
and


WHEREAS, subject to the terms
and conditions set forth herein, the Lender Group is willing to make the
amendments requested by Borrowers.


NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants herein contained, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:


1.     Defined Terms.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in the Credit
Agreement, as amended hereby.


2.     Amendments to Credit Agreement.


(a)           Section 6.16 of the Credit Agreement is hereby
amended and restated in its entirety as follows:


“ [Intentionally Omitted].”


(b)           Schedule 1.1 of the Credit Agreement is hereby further
amended and modified by deleting the definition of “Maximum Revolver Amount” in its
entirety and substituting in lieu thereof the following new definition:


““Maximum Revolver Amount”
means the lesser of (i) $15,000,000 or (ii) 60% of the amount of the most
recent appraisal of the liquidation value of the Real Property Collateral, such
appraisal to be completed by an appraiser and in form and substance, each
satisfactory to Agent in its sole discretion.”









 



 


3.     Conditions Precedent to Amendment.  The satisfaction of each of the
following shall constitute conditions precedent to the effectiveness of this
Amendment and each and every provision hereof:


(a)           Agent shall have received this Amendment, duly executed by
the parties hereto, and the same shall be in full force and effect.


(b)           Agent shall have received an amendment fee in the amount of
$150,000, which amount Borrower authorizes Agent, for the benefit of the
Lenders, to charge to the Loan Account. 
Such fee
shall be fully earned and paid in full in immediately available funds on or
before the date hereof.


(c)           The representations and warranties herein and in the Credit
Agreement and the other Loan Documents shall be true and correct in all
material respects on and as of the date hereof, as though made on such date
(except to the extent that such representations and warranties relate solely to
an earlier date).


(d)           No Default or Event of Default shall have occurred and be
continuing on the date hereof, nor shall result from the consummation of the
transactions contemplated herein.


(e)           No injunction, writ, restraining order, or other order of
any nature prohibiting, directly or indirectly, the consummation of the
transactions contemplated herein shall have been issued and remain in force by
any Governmental Authority against any Borrower, any Guarantor, Agent, or any
Lender.


4.     Representations and Warranties.  Each Borrower represents and warrants to the
Lender Group that (a) the execution, delivery, and performance of this
Amendment and of the Credit Agreement, as amended hereby, (i) are within its
powers, (ii) have been duly authorized by all necessary action, and (iii) are
not in contravention of any law, rule, or regulation applicable to it, or any
order, judgment, decree, writ, injunction, or award of any arbitrator, court,
or Governmental Authority, or of the terms of its Governing Documents, or of
any contract or undertaking to which it is a party or by which any of its
properties may be bound or affected; (b) this Amendment and the Credit
Agreement, as amended hereby, are legal, valid and binding obligations of such Borrower,
enforceable against such Borrower in accordance with their respective terms; and
(c) no Default or Event of Default has occurred and is continuing on the date
hereof or as of the date upon which the conditions precedent set forth herein
are satisfied.


5.     Choice of Law.  The validity of this Amendment, its
construction, interpretation and enforcement, the rights of the parties
hereunder, shall be determined under, governed by, and construed in accordance
with the laws of the State of New York.


6.     Counterpart Execution.  This Amendment may be executed in any number
of counterparts, all of which when taken together shall constitute one and the
same instrument, and any of the parties hereto may execute this Amendment by
signing any such counterpart.  Delivery
of an executed counterpart of this Amendment by telefacsimile or electronic
mail shall be equally as effective as delivery of an original executed
counterpart of this Amendment.  Any 



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party delivering an
executed counterpart of this Amendment by telefacsimile or electronic mail also
shall deliver an original executed counterpart of this Amendment, but the
failure to deliver an original executed counterpart shall not affect the
validity, enforceability, and binding effect of this Amendment.


7.     Effect on Loan Documents.


(a)           The Credit Agreement, as amended hereby, and each of the
other Loan Documents shall be and remain in full force and effect in accordance
with their respective terms and hereby are ratified and confirmed in all
respects.  The execution, delivery, and
performance of this Amendment shall not operate, except as expressly set forth
herein, as a modification or waiver of any right, power, or remedy of Agent or
any Lender under the Credit Agreement or any other Loan Document.  The waivers, consents, and modifications
herein are limited to the specifics hereof, shall not apply with respect to any
facts or occurrences other than those on which the same are based, shall not
excuse future non-compliance with the Loan Documents, and shall not operate as
a consent to any further or other matter under the Loan Documents.


(b)           Upon and after the effectiveness of this Amendment, each
reference in the Credit Agreement to “this Agreement”, “hereunder”, “herein”, “hereof”
or words of like import referring to the Credit Agreement, and each reference
in the other Loan Documents to “the Credit Agreement”, “thereunder”, “therein”,
“thereof” or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement as modified and amended hereby.


(c)           To the extent that any terms and conditions in any of the
Loan Documents shall contradict or be in conflict with any terms or conditions
of the Credit Agreement, after giving effect to this Amendment, such terms and
conditions are hereby deemed modified or amended accordingly to reflect the
terms and conditions of the Credit Agreement as modified or amended hereby.


(d)           This Amendment is a Loan Document.


8.     Entire Agreement.  This Amendment embodies the entire
understanding and agreement between the parties hereto with respect to the
subject matter hereof and supersedes any and all prior or contemporaneous
agreements or understandings with respect to the subject matter hereof, whether
express or implied, oral or written.


9.     Expenses.  Borrower agrees to reimburse the Lender Group
for the Lender Group Expense incurred in connection with this Amendment,
including the reasonable legal fees and disbursements of Paul, Hastings,
Janofsky & Walker LLP, as counsel for the Agent.


 


[signature page
follows]



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IN WITNESS WHEREOF, the parties have entered into this
Amendment as of the date first above written.


 


	
  

  	
  155 EAST TROPICANA, LLC, 

  a Nevada limited liability company, as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Neil G. Kiefer

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  155 EAST TROPICANA FINANCE CORP. 

  a Nevada corporation, as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Neil G. Kiefer

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO FOOTHILL, INC., 

  a California corporation, as Agent and as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin P. Smith

  
	
   

  	
  Title:

  	
  Vice President

  



 


 


 


 


 


 


 


 


AMENDMENT NUMBER THREE TO CREDIT AGREEMENT



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