**Exhibit 10.57**

**AMENDMENT NO. 2 AND WAIVER**

**(First Lien CreditAgreement)**

This Amendment No. 2 and Waiver, dated as of February 17, 2010 (this “Amendment”),to that certain First Lien Credit Agreement, dated as of June 14, 2007, as amended by that certain Amendment No. 1, dated as of August 10, 2009 (as further amended, restated, supplemented or otherwise modified from time to time, the“Credit Agreement”), among GOLDEN NUGGET, INC., a Nevada corporation (the “Borrower”), LANDRY’S RESTAURANTS, INC. (the “Parent”) solely with respect to the Parent’s obligation pursuant toSection 6.04 of the Credit Agreement, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, CollateralAgent, Swing Line Bank and Issuing Bank, BANK OF AMERICA, N.A., as Syndication Agent, WELLS FARGO FOOTHILL, INC., as Documentation Agent and WELLS FARGO SECURITIES, LLC (formerly Wachovia Capital Markets, LLC), as Sole Arranger and Sole Bookrunner,is entered into among the Borrower, Parent, the Guarantors (as defined in the Credit Agreement), the Administrative Agent and the Lenders party hereto. Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement.

W I T N E S S E T H: 

WHEREAS, the Borrower, the Parent solely with respect to its obligations under Section 6.04 of the Credit Agreement, the Administrative Agent, the Lenders and other parties thereto are parties to theCredit Agreement; and 

WHEREAS, the Borrower has requested that certain amendments be made to the Credit Agreement as setforth herein; 

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth andother good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and in reliance upon the representations, warranties and covenants herein contained, the parties hereto, intending to be legally bound, hereby agree asfollows: 

**SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT.**

Effective as of the Second Amendment Effective Date (as defined in *Section 2* below) and subject to the satisfaction (or due waiver) of the conditions set forth in *Section 2 (ConditionsPrecedent)* hereof, the Credit Agreement is hereby amended as follows: 

1.1 *Section 1.01 (Defined Terms)*of theCredit Agreement is hereby amended by deleting the definitions of “***Consolidated EBITDA***” and “***Financial Performance Covenants***” in their entirety and inserting the following in lieu thereof (in correctalphabetical order): 

***““Consolidated EBITDA”*** means for any period,the sum of (without duplication) (a) Consolidated Net Income or Consolidated Net Loss, as the case may be, for such period *plus* (b) the sum of (i) Consolidated Interest Expense, (ii) income and franchise taxes,(iii) depreciation expense, (iv) amortization expense, (v) extraordinary losses, (vi) one time costs and fees related to the Second Amendment, (vii) non-cash items, in each case, which were deducted in determiningConsolidated Net Income or Consolidated Net Loss, as the case may be, of the Borrower and its Subsidiaries on a Consolidated basis for such period, and (viii) fees paid pursuant to Section 2.08(f) *minus* (c) to the extentincluded in determining Consolidated Net Income or Consolidated Net Loss, as the case may be, of the Borrower and its Subsidiaries on a Consolidated basis for such period, (i) non-cash gains, (ii) gains arising from asset dispositions notin the ordinary course of business in excess of $2,000,000, (iii) non-cash gains under Hedge Agreements, and (iv) income attributable to the cancellation of any Debt. The historical Consolidated EBITDA for the relevant measurement periodof entities (A) that are acquired by the Borrower or any of its Subsidiaries after the Closing Date as permitted under the Loan Documents will be included in the calculation of Consolidated EBITDA for the entire period of determination on a proforma basis (determined in accordance with adjustments reasonably agreed by the Administrative Agent based on demonstrated cost savings and excluding extraordinary items) and (B) that are disposed of by the Borrower or any of its Subsidiariesafter the Closing Date for the entire period of determination following such disposition, in each case, will be excluded in the calculation of Consolidated EBITDA; *provided* that, in the case of entities that are acquired by the Borrower orany of its Subsidiaries after the Closing Date, the Administrative Agent and the Lenders are furnished with audited financial statements, or if audited financial statements are not available, other financial statements reasonably acceptable to theAdministrative Agent and the Required Lenders, of such entities (or if the acquisition is of a division or branch of a larger business or a group of businesses, the audited financial statements, or if audited financial statements are not available,other financial statements reasonably acceptable to the Administrative Agent and the Required Lenders, of such larger business or group of businesses, so long as the individual activities of the acquired entity are clearly reflected in suchfinancial statements, together with a certificate certifying that the Borrower has reviewed the historical financial statements of the division or branch and that they reflect proper divisional accounting in relation to the large business or groupof businesses), reasonably satisfactory to the Administrative Agent and the Required Lenders in all respects, confirming such historical results. 

“***Financial Performance Covenants***” means the covenants of the Borrower set forth in Section 5.04.” 

1.2 *Section 1.01 (Defined Terms)*of the Credit Agreement is hereby amended by deleting the definition of “***InterestCoverage Ratio***” in its entirety. 

 

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1.3 *Section 1.01 (Defined Terms)*of the Credit Agreement is hereby amended bydeleting clause (i) of the definition of “***Permitted******Acquisition”*** and inserting the following in lieu thereof: 

“(i) the Borrower shall have obtained the prior written consent of the Administrative Agent and the Required Lenders prior to the consummation of such acquisition; and” 

1.4 *Section 1.01 (Defined Terms)*of the Credit Agreement is hereby amended by adding the following new definitions (in correctalphabetical order): 

““***Affiliate******Subordinated Debt”*** means any Debtof the Borrower (a) that is issued to an Affiliate of the Borrower, (b) that is not assigned to any Person who is not an Affiliate of the Borrower, (c) that is subordinated in right and time of payment to the Obligations andcontaining such other terms and conditions, and subject to such documentation (including, without limitation, a subordination agreement which shall provide, among other things, that no cash payments may be made with respect to such Debt before theObligations have been paid in full and all Commitments have terminated pursuant to the terms of the Credit Agreement) as requested by the Administrative Agent, in each case satisfactory to the Administrative Agent, (d) that is unsecured,(e) that has a maturity date on or after December 31, 2014, (f) that does not issue with an original issue discount, and (g) for which, at least 5 days prior to the issuance of such Debt (or such later date as acceptable to theAdministrative Agent), the Borrower has provided written notice to the Administrative Agent setting forth the terms and conditions of such Debt, appending the applicable documents evidencing and relating to such debt (including a subordinationagreement) and certifying as to the permissibility of such Debt under the terms of this Agreement, each in form and substance satisfactory to the Administrative Agent. 

“*******Cage**********Cash”*** means cash in the form of United States dollars held at acasino in accordance with applicable Gaming Laws. 

“*******Carry-Over**********Amount”*** has the meaning specified in Section 5.04(b). 

“***Excess******Amount”*** has the meaning specified in Section 5.04(b). 

“***Growth******Capital Expenditure”*** means Capital Expenditures in connection with (a) the purchase of a new casino, hotel, restaurant, bar or similar operation and (b) new hotel, casino, restaurant or bar construction (including, withoutlimitation, any build-out or completion of any hotel rooms, common areas, casino, restaurant, bar or other similar operation at any existing hotel or casino) and other Pre-Opening Expenses; for the avoidance of doubt, de minimis expenditures withrespect to unfinished floors of the Hotel Project and expenditures in connection with the retasking of existing space will not be deemed Growth Capital Expenditures. 

 

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“***Maintenance******Capital Expenditure”***means any Capital Expenditure that is not a Growth Capital Expenditure. 

“***Operating******Liquidity”*** means, for any date of determination, the sum of (i) cash (including Cage Cash), (ii) cash equivalents (including, but not limited to, investments of the nature described in Section 5.02(c)(ii)) and(iii) the aggregate Unused Revolving Credit Commitments, *minus* (iv) Cage Cash. 

“***PIK******Interest”*** means that amount of interest not paid in cash and capitalized on the date of such interest payment, compounded and added to the unpaid principal amount of the applicable Advances on theapplicable interest payment date (whereupon from and after such date such additional amounts (i) shall also accrue interest and (ii) shall be treated as principal for all purposes). 

“***Pre-Opening******Expenses”*** means costs incurred by the Borrower or any of its Subsidiariesprior to opening a casino, hotel, restaurant, bar or similar operation including wages and salaries, hourly employee recruiting and training, initial license fees, advertising, pre-opening parties, lease expenses, food costs, utilities, meals,lodging, and travel plus the cost of hiring and training the management team. 

***“SecondAmendment”*** means the Amendment No. 2 and Waiver to the Credit Agreement, dated as of February 17, 2010, among the Borrower, the Parent, the Administrative Agent and the Lenders party thereto. 

***“Second Amendment Effective Date”*** has the meaning set forth in the Second Amendment. 

“***Succeeding******Fiscal Year”*** has the meaning specified in Section 5.04(b).”

1.5 *Section 2.06(b)(i)(E) (Excess Cash Flow)*of the Credit Agreement is hereby amended by deleting such sectionin its entirety and inserting the following in lieu thereof: 

“(E) No later than five (5) days afterthe date set forth for delivery of annual financials pursuant to Section 5.03(b) the Borrower (commencing after the Completion) shall make mandatory principal prepayments of the Advances in the manner set forth in clause (F) below in anamount equal to fifty percent (50%) of Excess Cash Flow, if any, for such Fiscal Year; *provided, however,* the amount of any such mandatory principal prepayments for such applicable Fiscal Year shall be increased to an amount equal toseventy-five (75%) of Excess Cash Flow if after giving effect to such prepayment (at the 75% of Excess Cash Flow amount) the Borrower shall have Operating Liquidity of greater than $7,500,000; *provided further*that first prepaymentpursuant to this Section 2.06(b)(i)(E) shall be for the Fiscal Year ending December 31, 2009.” 

 

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1.6 *Section 2.06(b)(i)* of the Credit Agreement is hereby amended by insertingthe following *clause (G)* at the end of such section: 

“(G) Tender Deficiency Balance.On or before January 15, 2011, the Borrower shall ~~make a mandatory principal~~ prepayment of the Term Advances, on a pro rata basis, in an amount equal to (a) the maximum allowable aggregate amount of Affiliate SubordinatedDebt that may be issued pursuant to clause (A)(I) of Section 5.02(a)(ix) *less* (b) the aggregate amount of proceeds of Affiliate Subordinated Debt used to pay or prepay, as applicable, Advances (as defined in the Second Lien CreditAgreement), as allowed hereunder; *provided* that no mandatory prepayment under this subsection (G) shall be required if, after giving effect to such payment, Operating Liquidity would be equal to or less than $7,500,000.” 

1.7 *Section 2.06(c)* of the Credit Agreement is hereby amended by deleting the phrase “All prepayments under thissubsection (b)” in its entirety and inserting the phrase “All prepayments under Section 2.06(b)” in lieu thereof. 

1.8 *Section 2.07(a) (Scheduled Interest)*of the Credit Agreement is hereby amended by inserting the following subsection (iii) at the end of such section: 

“(iii) PIK Interest. On each date on which interest is to be paid pursuant to this subsection (a), interest inaddition to the interest required under Section 2.07(a)(i), Section 2.07(a)(ii) and Section 2.07(b) in an amount equal to 1.00% per annum of the unpaid Advances in the form of PIK Interest or, upon prior written notice to theAdministrative Agent by the Borrower, such additional amount of interest may be paid in cash on such date.” 

1.9*Section 2.07(b) (Default Interest)*of the Credit Agreement is hereby amended by adding the following sentence at the end of such section: 

“For the avoidance of doubt, Default Interest may begin to accrue upon the occurrence of the Event of Default first giving rise thereto, notwithstanding the date on which notice of such Event ofDefault was sent or received by the Administrative Agent, the Borrower or any of the Borrower’s Subsidiaries.” 

1.10*Section 2.08 (Fees)* of the Credit Agreement is hereby amended by adding the following clause*(f)*: 

“(f) Maintenance Fees. On the one-year anniversary of the Second Amendment Effective Date and on each anniversary thereafter until the Termination Date, the Borrower shall pay to each Lender a fee equal to 0.50% of therespective Commitments of such Lender determined as of the date thereof.” 

 

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1.11 *Section 4.01 (Representations and Warranties)*of the Credit Agreement ishereby amended by adding the following clauses*(mm) and (nn)*: 

“(mm) The proceeds of each RevolvingCredit Advance made on or after the Second Amendment Effective Date shall be used solely to fund the immediate working capital needs of the Borrower and its Subsidiaries, in each case subject to the terms and conditions of this Agreement.

“(nn) Prior to the Second Amendment Effective Date, the Borrower has maintained Cage Cash in an aggregateamount of not less than $5,000,000, and the maintenance of such amount of Cage Cash was in compliance with the applicable Gaming Laws at such time, and the continued maintenance of such amount of Cage Cash after the Second Amendment Effective Dateis sufficient to operate the Borrower’s business consistent with past practices.” 

1.12 *Section 5.01(s)(Capital Expenditures)* of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following in lieu thereof: 

“(s) [Reserved].” 

1.13 *Section 5.02(a) (Limitations onIndebtedness)* of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following in lieu thereof: 

“(a) Limitations on Indebtedness. Create, incur, assume or suffer to exist any Debt except: 

(i) Debt incurred pursuant to the Loan Documents (excluding Hedge Agreements permitted pursuant to the following clause) and Second Lien Loan Documents; 

(ii) Debt incurred in connection with a Hedge Agreements (A) with a counterparty and upon terms and conditions(including interest rate) reasonably satisfactory to the Administrative Agent or (B) required pursuant to Section 5.01(p); *provided* that any counterparty that is a Lender shall be deemed satisfactory to the Administrative Agent;

(iii) Debt existing on the Second Amendment Effective Date and not otherwise permitted under this Section andlisted on Schedule 4.01(v), and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof; *provided* that the principal amount of such Debt is not increased at the time of suchrefinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existingcommitments unutilized thereunder; 

 

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(iv) Debt of the Borrower and its Subsidiaries incurred in connection withCapitalized Leases before the Second Amendment Effective Date and listed on Schedule 5.02(a)(iv) hereto; 

(v)purchase money Debt of the Borrower and its Subsidiaries incurred before the Second Amendment Effective Date and listed on Schedule 5.02(a)(v) hereto; 

(vi) [Reserved]. 

(vii) Guaranties in favor of the AdministrativeAgent for the benefit of the Administrative Agent and the Lenders; 

(viii) Guaranties with respect to Debtpermitted pursuant to clauses (i) through (v) of this subsection; 

(ix) Affiliate Subordinated Debtissued for the sole purpose of funding, and the proceeds thereof are in fact promptly used to fund: (A) (I) the transactions contemplated in Section 2.3 of the Second Amendment in an amount not to exceed $30,000,000, (II) thetransactions contemplated in Section 2.4 of the Second Amendment in an amount equal to $20,000,000, (III) the transactions contemplated in Section 2.5, Section 2.6 and Section 2.7 of the Second Amendment and (IV) either (x), solong as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect thereto, from the Second Amendment Effective Date until December 31, 2010, the repayment of Advances (as defined in the Second LienCredit Agreement) at a discount of no less than the discount at which Advances (as defined in the Second Lien Credit Agreement) were repaid pursuant to the repayment transactions contemplated in Section 2.3 of the Second Amendment, in each casesubject to terms and conditions, including without limitation documentation, acceptable to the Administrative Agent, or (y) the repayment of Term Advances made pursuant to Section 2.06(b)(i)(G); *provided* that the AffiliateSubordinated Debt issued pursuant to this clause (A) shall not exceed $51,000,000 in the aggregate; (B) increases in the Borrower and its Subsidiaries’ Cage Cash or Operating Liquidity so long as (x) the issuance of the AffiliateSubordinated Debt is necessary for the Borrower and its Subsidiaries to achieve the minimum financial covenants set forth in Section 5.04(c) and 5.04(d) at the time such Affiliate Subordinated Debt is issued, (y) the Borrower delivers tothe Administrative Agent written notice, in form and substance reasonably acceptable to the Administrative Agent, describing the issuance of such Affiliate Subordinated Debt and the surrounding circumstances at least 5 Business Days prior to theissuance of such Affiliate Subordinated Debt and (z) the aggregate amount of all Affiliate Subordinated Debt permitted pursuant to this clause (B) is equal to or less than $5,000,000 in the aggregate; and (C) made for the sole purposeof paying amounts due under

 

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Section 2.08(f) so long as (x) the aggregate amount of all Affiliate Subordinated Debt permitted pursuant to this clause (C) is equal to or less than $3,000,000 in the aggregateand (y) the amount of all Affiliate Subordinated Debt permitted pursuant to this clause (C) in any twelve month period is equal to or less than $2,000,000 in the aggregate. 

(x) [Reserved]. 

(xi) Debt incurred in the ordinary course of business and in amounts generally consistent with historical practice in respect of obligations of the Borrower or any Subsidiary to pay the deferred purchaseprice of goods or services or progress payments in connection with such goods and services that are paid by the Borrower or such Subsidiary in accordance with the applicable payment terms in an aggregate amount not to exceed $5,000,000 at any time;and 

(xii) Debt of any Loan Party owed to any other Loan Party in an aggregate amount not to exceed $50,000,000at any time; 

*provided,* that no agreement or instrument with respect to Debt permitted to be incurred bythis Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of the Borrower to make any payment to the Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances orotherwise) for the purpose of enabling the Borrower to pay the Obligations.” 

1.14 *Section 5.02(c) (Limitationson Loans, Advances, Investments and Acquisitions)*of the Credit Agreement is hereby amended by deleting *clauses (i)* and*(viii)* in their entirety and inserting the following in lieu thereof: 

“(i) investments in (A) in Loan Parties existing on the Closing Date, (B) in Loan Parties formed or acquiredafter the Closing Date so long as the Borrower and the Loan Parties comply with the applicable provisions of Section 5.02(l) and (C) in the other loans, advances and investments described on Schedule 5.02(c)(i) existing on the SecondAmendment Effective Date. 

(viii) [Reserved].” 

1.15 *Section 5.02(f) (Limitations on Dividends and Distributions)*of the Credit Agreement is hereby amended by deleting*clauses (iv)* and *(v) *in their entirety and inserting the following in lieu thereof : 

“(iv) [Reserved]. 

(v) Restricted Payments made before the Second Amendment Effective Date andlisted on Schedule 5.02(f)(v).” 

 

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1.16 *Section 5.02(h) (Transactions with Affiliates)*of the Credit Agreement ishereby amended by deleting clause (A) of such section in its entirety and inserting the following in lieu thereof: 

“transactions permitted by Section 5.02(c), (d), (f) and (g) and the issuance of Affiliate Subordinated Debt permitted by Section 5.02(a)(ix);” 

1.17 *Section 5.02(h) (Transactions with Affiliates)*of the Credit Agreement is hereby amended by deleting the proviso in*clause (D) *in its entirety and inserting the following in lieu thereof: 

“*provided*thatfor all transactions in excess of $3,000,000, the Borrower shall deliver written notice of such transaction and the circumstances surrounding it to the Administrative Agent at least 10 days prior to the date of consummation of such transaction and,if requested by the Administrative Agent or if such transaction is in excess of $5,000,000, an opinion as to the fairness to the Borrower or such Subsidiary of such transaction or series of related transactions (other than Restricted Payments andcost reimbursements) from a financial point of view issued by an independent accounting, appraisal or investment banking firm of national standing or a comparable report, certification or recommendation by an executive compensation consulting firmof national standing, as applicable.” 

1.18 *Section 5.02(j) (Amendment; Payments and Prepayments of SubordinatedDebt)*of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following in lieu thereof: 

“(j) Amendments; Payments and Prepayments of Subordinated Debt and Affiliate Subordinated Debt. 

(i) Amend or modify (or permit the modification or amendment of) any of the terms or provisions of any Subordinated Debt or Affiliate Subordinated Debt in any respect which would shorten the maturitythereof, increase the principal amount thereof, increase the interest rate thereof or alter the subordination provisions. 

(ii) Cancel, forgive, make any payment or prepayment on, or redeem or acquire for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securitiesbefore due for the purpose of paying when due), any Subordinated Debt or Affiliate Subordinated Debt.” 

 

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1.19 *Section 5.02(r) (Sales and Leasebacks)*of the Credit Agreement is herebyamended by deleting such section in its entirety and inserting the following in lieu thereof: 

“(r)Sales and Leasebacks. Enter into any arrangement with any Person providing for the leasing by the Borrower or any Subsidiary of real or personal property that has been or is to be sold or transferred by the Borrower or such Subsidiary to suchPerson or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Borrower or such Subsidiary (any such arrangement, a “***Sale-and-LeasebackTransaction”),*** except for Sale-and-Leaseback Transactions entered into before the Second Amendment Effective Date and listed on Schedule 5.02(r) hereto.” 

1.20 *Section 5.02 (Negative Covenants)*of the Credit Agreement is hereby amended by adding the following *clause (v)*:

“(v) Enter into, incur liability under or be subject to operating leases in which the Borrower or itsSubsidiaries, as applicable, is the lessee that, in the aggregate, result in payment obligations which, on an annualized basis, exceed $750,000 on any date of determination, excluding existing operating leases in effect on the Second AmendmentEffective Date, as may be extended or renewed, and any operating leases which are used solely to replace assets that were previously subject to operating leases by the Borrower or its Subsidiaries.” 

1.21 *Section 5.03 (Reporting Requirements)* of the Credit Agreement is hereby amended by adding the following *clause (o)*:

“(o) Monthly Financials and Cash Flow Projections. As soon as available and in any event within 20days after the end of each fiscal month, (i) detailed financial information for the Borrower and its Subsidiaries as of the end of such month and for the period commencing at the end of the previous Fiscal Year and ending with the end of suchfiscal month, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year and (ii) until the later of (A) June 30, 2011 or (B) the date after whichthe Borrower and its Subsidiaries have maintained Operating Liquidity of not less than $15,000,000 for 30 consecutive days (any such date, the “Cash Flow Reporting Termination Date”), a weekly cash flow projection for each of the 13weeks immediately following such fiscal month, all in such reasonable detail and in such form as is acceptable to Administrative Agent in its sole discretion and all duly certified (subject to normal quarterly adjustments and year end adjustments)by the Chief Financial Officer of the Borrower as having been prepared in accordance with the Borrower’s internal accounting policies and procedures consistent with past practices, together with a certificate of said officer stating that noEvent of Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto; provided,however, if Operating Liquidity shall at any time be less than $15,000,000 after any Cash Flow Reporting Termination Date shall have occurred, then the obligation to provide weekly cash flow projections under clause (ii) above shall beimmediately reinstated.” 

 

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1.22 *Section 5.04 (Financial Covenants)*of the Credit Agreement is herebyamended by deleting *clauses (a)* and *(b)* in their entirety and inserting the following *clauses (a), (b), (c)* and *(d) *in lieu thereof: 

“(a) Minimum Consolidated EBITDA. Fail to maintain or achieve Consolidated EBITDA of at least the amount setforth in the following table for the applicable fiscal period set forth opposite thereto: 

 

**Period**
  **EBITDA Covenant**
Quarter ending March 31, 2010
  $10,810,000
Quarter ending June 30, 2010
  $10,603,000
Quarter ending September 30, 2010
  $6,425,000
Quarter ending December 31, 2010
  $7,862,000
Quarter ending March 31, 2011
  $12,693,000
Quarter ending June 30, 2011
  $11,865,000
Quarter ending September 30, 2011
  $8,678,000
Quarter ending December 31, 2011
  $9,264,000
Twelve month period ending March 31, 2012
  $42,500,000
Twelve month period ending June 30, 2012
  $42,500,000
Twelve month period ending September 30, 2012
  $42,500,000
Twelve month period ending December 31, 2012
  $46,750,000
Twelve month period ending March 31, 2013
  $46,750,000
Twelve month period ending June 30, 2013
  $46,750,000
Twelve month period ending September 30, 2013
  $46,750,000
Twelve month period ending December 31, 2013
  $51,000,000
Twelve month period ending March 31, 2014
  $51,000,000
Twelve month period ending June 30, 2014
  $51,000,000
(b) Capital Expenditures. Permit the sum of the Borrower and its Subsidiaries’ Capital Expenditures (excluding the amount, if any, of Capital Expenditures made with Net Cash Proceeds reinvested pursuant to the proviso inSection 2.06(b)(i)(D)) for the following periods to be greater than the corresponding amount set forth below: 

 

**Period**
  **Capex Covenant**
Fiscal Year ending December 31, 2010
  $3,000,000
Fiscal Year ending December 31, 2011
  $5,000,000
Fiscal Year ending December 31, 2012
  $6,000,000
Fiscal Year ending December 31, 2013
  $6,000,000
Six fiscal months ending June 30, 2014
  $3,000,000
 

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*provided* that if the amount of the Capital Expenditures permitted tobe made in any Fiscal Year as set forth in the above table is greater than the actual amount of the Capital Expenditures (excluding the amount, if any, of Capital Expenditures made with Net Cash Proceeds reinvested pursuant to the proviso inSection 2.06(b)(i)(D)) actually made in such Fiscal Year (the amount by which such permitted Capital Expenditures for such Fiscal Year exceeds the actual amount of Capital Expenditures for such Fiscal Year, the “ExcessAmount”), then the lesser of (i) such Excess Amount and (ii) $2,500,000 (such lesser amount referred to as the “Carry-Over Amount”) may be carried forward to the immediately succeeding Fiscal Year (the“Succeeding Fiscal Year”) for purposes of complying with this Section 5.04(b); *provided further* that the Carry-Over Amount applicable to a particular Succeeding Fiscal Year may not be used in that Fiscal Year until theamount permitted above to be expended in such Fiscal Year has first been used in full and the Carry-Over Amount applicable to a particular Succeeding Fiscal Year may not be carried forward to another Fiscal Year. 

Notwithstanding any other provision of this Credit Agreement or any other Loan Document, the Borrower and its Subsidiariesshall not make any Capital Expenditures other than Maintenance Capital Expenditures. 

(c) Minimum OperatingLiquidity. Permit Operating Liquidity to be less than $2,000,000 at any time. 

(d) Minimum CageCash. Permit Cage Cash to be less than $5,000,000, or such greater amount as may be required under applicable Gaming Laws, at any time.” 

1.23 *Section 6.01 (Events of Default)*of the Credit Agreement is hereby amended by deleting clause *(v)* of such section in its entirety and inserting the following in lieu thereof:

“(v) the subordination provisions of any Subordinated Debt or any Affiliate Subordinated Debt cease to bein full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of such subordination provisions;” 

1.24 Schedule 4.01(v) to the Credit Agreement is hereby amended by deleting such schedule in its entirety and inserting *Schedule 4.01(v) (Surviving Debt)* attached hereto in lieu thereof.

1.25 Schedule 5.02(a)(iv) attached hereto is hereby added as *Schedule 5.02(a)(iv) (Capitalized Leases)* to the CreditAgreement. 

 

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1.26 Schedule 5.02(a)(v) attached hereto is hereby added as *Schedule 5.02(a)(v) (PurchaseMoney Debt)* to the Credit Agreement. 

1.27 Schedule 5.02(c)(i) to the Credit Agreement is hereby amended by deleting suchschedule in its entirety and inserting *Schedule 5.02(c)(i) (Investments in Subsidiaries)* attached hereto in lieu thereof. 

1.28 Schedule 5.02(f)(v) attached hereto is hereby added as *Schedule 5.02(f)(v) (Restricted Payments)* to the Credit Agreement. 

1.29 Schedule 5.02(r) attached hereto is hereby added as *Schedule 5.02(r) (Sale-and-Leaseback Transactions)* to the Credit Agreement. 

**SECTION 2. CONDITIONS PRECEDENT**

This Amendment shall become effective asof the date (the “Second Amendment Effective Date”) on which each of the following conditions precedent shall have been satisfied or duly waived: 

2.1 **Certain Documents.**The Administrative Agent shall have received each of the following, each in form and substance satisfactory to the Administrative Agent: 

(a) this Amendment, with all corresponding schedules, duly executed by the Borrower, on behalf of itself and each other LoanParty, the Administrative Agent, and the Required Lenders; 

(b) an amendment to the Second Lien CreditAgreement, duly executed by the Borrower, Second Lien Administrative Agent and the other Second Lien Secured Parties necessary to give effect thereto (the “Second Lien Amendment”); 

(c) evidence that the maturity of that certain Promissory Note dated November 2, 2005 payable to K&F LimitedPartnership (the “Seller Note”) has been extended to a date not earlier than November 2, 2014 and that any revised terms of the Seller Note are satisfactory to Administrative Agent; 

(d) for each Loan Party, a certificate by an officer of such Loan Party reasonably acceptable to the Administrative Agentappending (i) such Loan Party’s articles of incorporation (or corporate charter or similar organizational documents), together with all amendments thereto, (ii) such Loan Party’s bylaws, together with all amendments thereto,(iii) resolutions of such Loan Party’s board of directors (or equivalent governing body), approving and authorizing the execution, delivery and performance of this Amendment and all transactions and documents related thereto,(iv) good standing certificates dated within 10 Business Days of the Second Amendment Effective Date from the applicable Governmental Authority of the state of incorporation of such Loan Party and each other state where a failure by such LoanParty to maintain good standing therein could cause a Material Adverse Effect and (v)

 

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signature and incumbency information for each of the officers of such Loan Party executing this Amendment and any documents related thereto, with each of the foregoing certified as of the SecondAmendment Effective Date by such officer as being in full force and effect without any modification or amendment; 

(e) a certificate by the Chief Financial Officer of each Loan Party, dated the Second Amendment Effective Date, stating that since the Closing Date (i) no litigation, proceedings or investigations have been commenced which couldreasonably be expected to have a Material Adverse Effect or could challenge any of the transactions contemplated by the Credit Agreement, the Second Amendment or any other Loan Document, (ii) there have been no Restricted Payments that were notpermitted under the terms of the Credit Agreement as in effect at the time such Restricted Payment was made, and (iii) there has been no material increase in liabilities, liquidated or contingent, other than Advances under the Credit Agreement,and no material decrease in assets of the Borrower and its Subsidiaries, except to the extent that the value of existing assets has decreased; 

(f) an opinion of counsel, including regulatory and gaming counsel, for the Loan Parties with respect to the Second Amendment and the transactions contemplated thereby, in form and substance satisfactoryto the Administrative Agent and its counsel; 

(g) a duly executed subordination agreement in form and substancesatisfactory to the Administrative Agent with regards to Affiliate Subordinated Debt incurred by the Borrower on the Second Amendment Effective Date, subordinating such Debt in right and time of payment to the Obligations and containing such otherterms and conditions satisfactory to the Administrative Agent; and 

(h) such additional documentation relatedto this Amendment as the Administrative Agent may reasonably require. 

2.2 **Receipt and Use of Proceeds from Issuance ofDebt.** The Borrower shall have received proceeds from the issuance of Affiliate Subordinated Debt in an aggregate amount sufficient to fund the transactions described in *Section 2.3, Section 2.4, Section 2.5,Section 2.6*and *Section 2.7*hereof, together with all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent) in connection therewith,which amount shall have been delivered to and received by Administrative Agent and which amount shall be further distributed by Administrative Agent in a manner giving effect to and consistent with the transactions described in *Section 2.3,Section 2.4, Section 2.5, Section 2.6*and *Section 2.7*hereof and that certain funds flow memorandum between the Borrower and the Administrative Agent, dated as of the date hereof. 

2.3 **Completion of Tender.** The Borrower shall have repaid (at a discount) Advances (as defined in the Second Lien CreditAgreement) in the aggregate principal face amount of up to $75,000,000 (but in no event less than $60,000,000) pursuant to that certain

 

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repayment/purchase notice sent to the Lenders (as defined in the Second Lien Credit Agreement) by the Borrower, and such Lenders (as defined in the Second Lien Credit Agreement) shall havecanceled the principal amount of such Advances (as defined in the Second Lien Credit Agreement) and such Advances (as defined in the Second Lien Credit Agreement) shall be deemed fully extinguished and canceled as of the Second Amendment EffectiveDate for all purposes by delivery to the Administrative Agent and the Borrower by each such Lender (as defined in the Second Lien Credit Agreement) of a duly executed repayment agreement. For the avoidance of doubt, the Lenders hereby waive allrequirements under the Credit Agreement and the other Loan Documents to the extent necessary to give effect to the transactions referred to in this *Section 2.3.*

2.4 **Paydown of Revolver.** In accordance with *Section 2.2* (but without duplication), the Borrower shall havereceived proceeds from the issuance of Affiliate Subordinated Debt in the aggregate amount of $20,000,000 (exclusive of any amounts used to undertake the transactions contemplated by *Section 2.3* hereof) and such amount shall have beenused solely to repay outstanding Revolving Credit Advances (but none of such amount shall have been used to permanently reduce the Revolving Credit Facility) and to pay fees and expenses then due and payable in connection with the transactionscontemplated by this Amendment, including those paid pursuant to *Section 2.5* and *Section 2.6* hereof. 

2.5 **Payment of Amendment Fee.** Each Lender which shall have delivered (by facsimile or otherwise) an executed signature page to this Amendment to the Administrative Agent on or prior to 12:00 p.m. on February 11, 2010shall have received payment of, without duplication and as consideration for the execution of this Amendment, an amendment fee equal to 0.50% of the respective Commitments of such Lenders. 

2.6 **Payment of Costs and Expenses.** The Administrative Agent shall have received to its satisfaction all fees, costs andexpenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent) then due and payable in connection with this Amendment and the transactions contemplated hereby, the Credit Agreementand each other Loan Document. 

2.7 **Payment under Hedge Agreements.** The Borrower shall have paid all amounts dueand payable, including all amounts past due, as of the date hereof on all of the Borrower and its Subsidiaries’ Secured Hedge Agreements. 

2.8 **Representations and Warranties.****Each of the representations and warranties contained in *Section 4* below shall be true and correct. 

2.9 **Effectiveness of Second Lien Amendment.** A corresponding amendment to the Second Lien Credit Agreement, in form andsubstance satisfactory to the Administrative Agent, shall be in full force and effect, with each condition precedent thereto satisfied or duly waived. 

 

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**SECTION 3. WAIVER**

3.1 **Annual Financials.**The Administrative Agent and the Lenders hereby waive the requirements under Section 5.03(b) (Annual*Financials)* solely with respect to any “goingconcern” or similar qualification that may be included in the audited financial statements delivered by the Borrower for the Fiscal Year ended December 31, 2009. The Administrative Agent and the Lenders hereby further waive any Default orEvent of Default which may have occurred and may be, or may have been, continuing as a result of the Borrower’s failure to timely deliver updated budgets for the Fiscal Year ending December 31, 2010 pursuant to *Section 5.03(d)*(Annual*Budgets)* of the Credit Agreement and acknowledge that the Borrower has since delivered such financial information to the Administrative Agent on or before the date hereof. 

3.2 **Hedge Agreements.** The Administrative Agent and the Lenders hereby waive any Event of Default which may have arisen orwhich, after notice or lapse of time or both, may arise due to the failure of the Borrower and its Subsidiaries to pay amounts due and payable on or around January 31, 2010 pursuant to Secured Hedge Agreements. 

**SECTION 4. REPRESENTATIONS AND WARRANTIES**

The Borrower, on behalf of itself and each Loan Party, hereby represents and warrants to the Administrative Agent and each Lender, with respect to all Loan Parties, and, solely with respect to*Section 4.2* as to Parent, Parent represents and warrants to the Administrative Agent, as follows: 

4.1**Incorporation of Representations and Warranties from Credit Agreement.** After giving effect to this Amendment, each of the representations and warranties in the Credit Agreement (as amended hereby) and in the other Loan Documents arecorrect in all material respects as though made on and as of the date hereof, other than any such representations and warranties that by their express terms refer to a specific date. 

4.2 **Corporate Power and Authority.** Parent and each Loan Party has taken all necessary action to authorize the execution,delivery and performance of this Amendment, this Amendment has been duly executed and delivered by Parent and each Loan Party, and this Amendment is the legal, valid and binding obligation of Parent and each Loan Party, enforceable against it inaccordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

4.3 **Absence of Default.** At the time of and as a result of giving effect to this Amendment and after givingeffect to the full $25,000,000 Parent Qualified Contribution made pursuant to Section 6.04 of the Credit Agreement prior to the date of this Amendment, no Default or Event of Default has occurred and is continuing. 

**SECTION 5. ADDITIONAL COVENANT AND AGREEMENT**

Notwithstanding any term contained in the Credit Agreement or any other Loan Document, on or after the Second Amendment Effective Date the Borrower and its 

 

-16- 

Subsidiaries shall neither exercise nor have the benefit of the Cure Right or any other benefit contained inSection 6.03 of the Credit Agreement with respect to any Default or Event of Default, whether such Default or Event of Default arose before, on or after the Second Amendment Effective Date, except to the extent the Cure Right was exercisedprior to the date hereof. 

**SECTION 6. CONDITION SUBSEQUENT**

6.1 **Deposit Account Control Agreements.** To the extent not violative of Gaming Laws or other Applicable Laws and to the extentnot already received by the Administrative Agent as of the Second Amendment Effective Date, within 60 days of the Second Amendment Effective Date, the Borrower and its Subsidiaries shall deliver or cause to be delivered to Administrative AgentControl Agreements (as such term is defined in the Security Agreement) for all of their Deposit Accounts, Securities Accounts, and Commodity Accounts (as such terms are defined in the Security Agreement) not held with Administrative Agent, each inform and substance satisfactory to Administrative Agent. At the request of Administrative Agent, the Borrower and its Subsidiaries shall promptly, but in any case within 60 days of such request, move all of their Deposit Accounts, SecuritiesAccounts, and Commodity Accounts (as such terms are defined in the Security Agreement) to the Administrative Agent or an affiliate thereof acceptable to the Administrative Agent. The failure by the Borrower and the Subsidiaries to timely perform orcause to be performed the covenant set forth in this *Section 6* shall constitute an immediate Event of Default under the Credit Agreement. 

6.2 **Perfection Certificate**. Within 30 days of the Second Amendment Effective Date, the Borrower shall deliver to the Administrative Agent a Perfection Certificate duly executed by the LoanParties, together with all corresponding schedules, which shall be true and complete as of such date. 

**SECTION 7. ACKNOWLEDGMENT; RELEASEAND COVENANT NOT TO SUE**

7.1 **Acknowledgment and Reaffirmation of Obligations.** The Borrower herebyacknowledges, confirms and agrees that as of the close of business on February 16, 2010, that the Borrower is indebted to the Administrative Agent and the Lenders for loans, advances and other financial accommodations under the Loan Documentsin the following principal amounts: 

 

**Revolving Credit Advances**
  **$****41,755,039.99**
**Initial Term Advances**
  **$****208,950,000.00**
**Additional Term Advances**
  **$****116,545,365.20**
**Swingline Advances**
  **$****0.00**
**Letter of Credit Exposure**
  **$****2,244,960.00**
 

-17- 

All such Obligations owing by the Borrower, together with interest accrued and accruing thereon, and allfees, costs, expenses and other charges now or hereafter payable by the Borrower to the Administrative Agent and each Lender, are unconditionally owing by the Borrower to the Administrative Agent and each Lender, without offset, defense,withholding, counterclaim or deduction of any kind, nature or description whatsoever. The Borrower hereby acknowledges that the Loan Documents to which it is a party and the Obligations constitute the valid and binding obligations of the Borrowerenforceable against the Borrower in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by generalprinciples of equity), and the Borrower hereby reaffirms its obligations under the Loan Documents. Without limiting the generality of the foregoing, the Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth inthe Credit Agreement and the Loan Documents in each case effective as of the date hereof. 

7.2 **Release.**Effective on the date hereof, the Borrower hereby waives, releases, remises and forever discharges the Administrative Agent and each Lender, each of their respective Affiliates, and each of the officers, directors, employees and agents of Agent,each Lender and their respective Affiliates (collectively, the “Releasees”), from any and all claims, suits, investigations, proceedings, demands, obligations, liabilities, causes of action, damages, losses, costs and expenses,whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, past or present, liquidated or unliquidated, suspected or unsuspected, which theBorrower ever had ever, or now has against any such Releasee which relates, directly or indirectly to the Credit Agreement, any other Loan Document, or to any acts or omissions of any such Releasee under, in connection with, pursuant to or otherwisein respect of this Amendment, the Credit Agreement or any of the other Loan Documents, except for the duties and obligations set forth in this Amendment, the Credit Agreement, or any of the other Loan Documents. 

**SECTION 8. MISCELLANEOUS**

8.1 **Costs and Expenses.** The Borrower agrees to reimburse the Administrative Agent for its costs and expenses in connection with this Amendment (and any other Loan Documents delivered in connection herewith) as provided in*Section 2.6* hereof and *Section 8.04*of the Credit Agreement. 

8.2 **Reference to and Effect on theLoan Documents.**

(a) As of the Effective Date, each reference in the Credit Agreement and the otherLoan Documents to “*this**Agreement,”*“*hereunder*,” “*hereof*,” “*herein*,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement(including, without limitation, by means of words like “*thereunder*”, “*thereof*” and words of like import), shall mean and be a reference to the Credit Agreement as amended and as waived hereby with respect to thecertain requirements outlined above, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. 

 

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(b) Except as expressly amended hereby, all of the terms and provisions ofthe Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed. 

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or any Lenderunder the Credit Agreement or any Loan Document, or constitute a waiver or amendment of any other provision of the Credit Agreement or any Loan Document (as amended hereby) except as and to the extent expressly set forth herein. 

(d) The Borrower and (by its acknowledgement hereof as set forth on the signature pages hereto) each other Loan Party, herebyconfirms that the guaranties, security interests and liens granted pursuant to the Loan Documents continue to guarantee and secure the Obligations as set forth in the Loan Documents and that such guaranties, security interests and liens remain infull force and effect. 

8.3 **Counterparts.** This Amendment may be executed in any number of counterparts and bydifferent parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Receipt by the Administrative Agent of a facsimile orother electronic copy of an executed signature page hereof shall constitute receipt by the Administrative Agent of an executed counterpart of this Amendment. 

8.4 **Governing Law.** This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with, the laws of the State of New York. 

8.5 **Loan Document and Integration.** This Amendment is a Loan Document, and together with the other Loan Documents,incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof. 

8.6 **Headings.** Section headings contained in this Amendment are included herein for convenience of reference only and shall notconstitute a part of this Amendment for any other purposes. 

8.7 **Waiver of Jury Trial.** EACH OF THE PARTIES HERETOIRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT. 

[Signature Pages Follow] 

 

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**IN WITNESS WHEREOF**, the parties hereto have caused this Amendment to be executed bytheir respective officers and members thereunto duly authorized, as of the date indicated above. 

 
GOLDEN NUGGET, INC.By: /s/ Rick H. Liem Name: Rick H. Liem Title: S.V.P.LANDRY’S RESTAURANTS, INC.By: /s/ Steven L. Scheinthal Name: Steven L. Scheinthal Title: E.V.P. & General CouselGNLV, CORP.By: /s/ Rick H. Liem Name: Rick H. Liem Title: S.V.P.GNL, CORP.By: /s/ Rick H. Liem Name: Rick H. Liem Title: S.V.P.
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

LGE, INC.By: /s/ Rick H. Liem Name: Rick H. Liem Title: S.V.P.GOLDEN NUGGET EXPERIENCE, LLC.By: /s/ Rick H. Liem Name: Rick H. Liem Title: S.V.P.
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and LenderBy: /s/ M. C. Hyde Name: M. C. Hyde Title: MD/SVP
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Galaxy V CLO, LTDBy: PineBridge Investments Corp,.its Collateral ManagerAmerican International Group, Inc.By: PineBridge Investments Corp,.Its Investment Advisoras LenderBy: /s/ John Wesley Burgess Name: John Wesley Burgess Title: Vice President
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

AIB Debt Management Ltd., as LenderBy: /s/ Jean Pierre Knight Name: Jean Pierre Knight Title: Vice President  Investment Advisor to  AIB Debt Management, LimitedBy: /s/ David Smith Name: David Smith Title: Assistant Vice President  Investment Advisor to  AIB Debt Management, Limited
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Apidos CDO II, as Lender, by its investment

adviser Apidos Capital Management, LLC
By: /s/ Jennifer Patrickakos Name: Jennifer Patrickakos Title: Authorized Signatory
Apidos CDO IV, as Lender, by its investment

adviser Apidos Capital Management, LLC
By: /s/ Jennifer Patrickakos Name: Jennifer Patrickakos Title: Authorized Signatory
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

[Illegible], as LenderBy FS COA Management LLC, as Investment ManagerBy: /s/ John W. Feaser Name: John W. Feaser Title: Manager
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

ARTUS LOAN FUND 2007-I, LTD.BABSON CLO LTD. 2003-IBABSON CLO LTD. 2004-IBABSON CLO LTD. 2005-IBABSON CLO LTD. 2005-IIBABSON CLO LTD. 2005-IIIBABSON CLO LTD. 2006-IBABSON CLO LTD. 2006-IIBABSON CLO LTD. 2007-IBABSON CLO LTD. 2008-IBABSON CLO LTD. 2008-IIBABSON LOAN OPPORTUNITY CLO, LTD.SAPPHIRE VALLEY CDO I, LTD.By: Babson Capital Management LLC as Collateral ManagerBy: /s/ IllegibleName: IllegibleTitle: DirectorMASSACHUSETTS MUTUAL LIFE INSURANCE COMPANYC.M. LIFE INSURANCE COMPANYBILL & MELINDA GATES FOUNDATION TRUSTBy: Babson Capital Management LLC as Investment AdviserBy: /s/ IllegibleName: IllegibleTitle: DirectorBABSON CAPITAL LOAN PARTNERS L.L.P.CASCADE INVESTMENT L.L.C.HOLLY INVESTMENT CORPORATIONBy: Babson Capital Management LLC as Investment ManagerBy: /s/ IllegibleName: IllegibleTitle: DirectorVINACASA CLO, LTD.By: Babson Capital Management LLC as Collateral ServicerBy: /s/ IllegibleName: IllegibleTitle: Director
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

XELO VII LIMITEDBy: Babson Capital Management LLC as Sub-AdvisorBy: /s/ IllegibleName: IllegibleTitle: Director
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Grand Central Asset Trust, Cameron I Series, as LenderBy: /s/ Adam JacobsName: Adam JacobsTitle: Attorney-In-Fact
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

SWISS CAPITAL PRO LOAN LIMITEDFor and on Behalf of BNY Mellon Trust Company (Ireland)Limited under power of attorneyBy: /s/ IllegibleName: IllegibleTitle: VP
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

BANK OF AMERICA, N.A., as LenderBy: /s/ Peter J. Vitale Name: Peter J. Vitale Title: SVP
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

BlackRock Floating Rate Income Trust

BlackRock Senior Income Series

BlackRock Senior Income Series II

BlackRock Senior Income Series IV

BlackRock SeniorIncome Series V Limited

Magnetite VCLO, Limited

as Lender
        By: /s/ Illegible Name: Illegible Title: Authorized Signatory
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

By: Callidus Debt Partners CLO Fund III, Ltd.By: Its Collateral Manager,Callidus Capital Management, LLC[______________________], as LenderBy: /s/ Ira Ginsburg Name: Ira Ginsburg Title: Principal
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

By: Callidus Debt Partners CLO Fund IV, Ltd.By: Its Collateral Manager,Callidus Capital Management, LLC[______________________], as LenderBy: /s/ Ira Ginsburg Name: Ira Ginsburg Title: Principal
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

By: Callidus Debt Partners CLO Fund V, Ltd.By: Its Collateral Manager,Callidus Capital Management, LLC[______________________], as LenderBy: /s/ Ira Ginsburg Name: Ira Ginsburg Title: Principal
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

By: Callidus Debt Partners CLO Fund VI, Ltd.By: Its Collateral Manager,Callidus Capital Management, LLC[______________________], as LenderBy: /s/ Ira Ginsburg Name: Ira Ginsburg Title: Principal
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

By: Callidus Debt Partners CLO Fund VII, Ltd.By: Its Collateral Manager,Callidus Capital Management, LLC[______________________], as LenderBy: /s/ Ira Ginsburg Name: Ira Ginsburg Title: Principal
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

By: MAPS CLO Fund II, Ltd.By: Its Collateral Manager,Callidus Capital Management, LLC[______________________], as LenderBy: /s/ Ira Ginsburg Name: Ira Ginsburg Title: Principal
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

SAN GABRIEL CLO I, as LenderBy: /s/ John M. Casparian Name: John M. Casparian Title: Co-President           Churchill Pacific Asset Management LLC
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

SHASTA CLO I, as LenderBy: /s/ John M. Casparian Name: John M. Casparian Title: Co-President Churchill Pacific Asset Management LLC
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Atrium IV, as LenderBy: /s/ Linda R. Karn Name: Linda R. Karn Title: Authorized Signatory
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Atrium V[Illegible], as LenderBy: /s/ Linda R. Karn Name: Linda R. Karn Title: Authorized Signatory
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Castle Garden Funding, as LenderBy: /s/ Linda R. Karn Name: Linda R. Karn Title: Authorized Signatory
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Credit Suisse Syndicated Lease Fund[Illegible], as LenderBy: /s/ Linda R. Karn Name: Linda R. Karn Title: Authorized Signatory
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Madison Park Funding V, Ltd.[Illegible], as LenderBy: /s/ Linda R. Karn Name: Linda R. Karn Title: Authorized Signatory
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Madison Park Funding IV, Ltd.[Illegible] as LenderBy: /s/ Linda R. Karn Name: Linda R. Karn Title: Authorized Signatory
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Madison Park Funding III, Ltd.By Credit Suisse Alternative Capital, Inc., as collateral manager, as LenderBy: /s/ Linda R. Karn Name: Linda R. Karn Title: Authorized Signatory
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Madison Park Funding I, Ltd, as LenderBy: /s/ Linda R. Karn Name: Linda R. Karn Title: Authorized Signatory
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Madison Park Funding II, Ltd,By Credit Suisse Alternative Capital, Inc. as collateral manager, as LenderBy: /s/ Linda R. Karn Name: Linda R. Karn Title: Authorized Signatory
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Credit Suisse Global Income Fund, as LenderBy: /s/ Richard Quin Name: Richard Quin Title: Director, Alternative Investments Authorised Signatory
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

**Flagship CLO III**By: Deutsche Investment Management Americas, Inc, (as successor in interest to Deutsehe Asset Management, Inc.) As Sub-AdviserBy: /s/ Eric S. Meyer Eric S. Meyer, Managing DirectorBy: /s/ Shameem R Kathiwalla Name: Shameem R Kathiwalla Title: Vice President
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

**Flagship CLO IV**By: Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc.) As Sub-AdviserBy: /s/ Eric S. Meyer Eric S. Meyer, Managing DirectorBy: /s/ Shameem R Kathiwalla Name: Shameem R Kathiwalla Title: Vice President
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

**Flagship CLO V**By: Dsutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc.) As Collateral ManagerBy: /s/ Eric S. Meyer Eric S. Meyer, Managing Director**By:** /s/ Shameem R Kathiwalla Name: Shameem R Kathiwalla Title: Vice President
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

**Flagship CLO VI**By: Deutsche Investment Management Americas, Inc. As Collateral ManagerBy: /s/ Eric S. Meyer Eric S. Meyer, Managing Director**By:** /s/ Shameem R Kathiwalla Name: Shameem R Kathiwalla Title: Vice President
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

FirstLight Funding I, Ltd., as LenderBy: /s/ Melissa Marano Name: Melissa Marano Title: Authorised Signatory
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

**Foothill CLO I, Ltd.****By: The Foothill Group, Inc., as attorney-in-fact,** as LenderBy: /s/ Mike Bobannon Name: Mike Bobannon Title: Managing Member
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Wells Fargo Capital Finance, Inc., as LenderBy: /s/ Steve Scott Name: Steve Scott Title: VP
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

[Illegible], as LenderBy: /s/ Joseph Badini Name: Joseph Badini Title: Duly Authorized Signatory
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

GC Capital Opportunity 2 Loan Ltd., as LenderBy: /s/ Michael C. Loehrke Name: Michael C. Loehrke Title: Designated Signatory
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Golub Capital Management CLO 2007-1 Ltd., as LenderBy: /s/ Michael C. Loehrke Name: Michael C. Loehrke Title: Designated Signatory
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Golub Capital Senior Loan Opportunity Fund, Ltd., as LenderBy: /s/ Michael C. Loehrke Name: Michael C. Loehrke Title: Designated Signatory
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Golub Capital Partners Funding 2007-1 Ltd., as LenderBy: /s/ David B. Golub Name: David B. Golub Title: Designated Signatory
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

**GALE FORCE 4 CLO, LTD.**By: GSO/BLACKSTONE Debt Funds Management LLC as Collateral Manager, as a LanderBy: /s/ Daniel H. SmithName: Daniel H. SmithTitle: Authorized Signatory
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

**1888 Fund, Ltd**., as LenderBy: Guggenheim Investment Management, LLC, as its Collateral ManagerBy: /s/ Bill Hagner Name: Bill Hagner Title: Managing Director**Copper River CLO Ltd**., as LenderBy: Guggenheim Investment Management, LLC, as its Collateral ManagerBy: /s/ Bill Hagner Name: Bill Hagner Title: Managing Director**CLC Leveraged Loan Trust**, as LenderBy: Challenger Property Nominees PTY Limited as TrusteeBy: Guggenheim investment Management, LLC, as ManagerBy: /s/ Bill Hagner Name: Bill Hagner Title: Managing Director
 

Amendment No. 2 To First Lien Credit Agreement 

The Hartford Mutual Funds, Inc., on behalf ofThe Hartford Floating Rate Fund, as LenderBy: Hartford Investment Management Company Its Investment ManagerBy: /s/ J. Scott Fox Name: J. Scott Fox Title: Managing Director and  Chief Investment OfficerHartford Life Insurance Company, as LenderBy: Hartford Investment Management Company Its Agent and Attorney-in-FactBy: /s/ J. Scott Fox Name: J. Scott Fox Title: Managing Director and  Chief Investment Officer
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

**Bushnell Loan Fund II, Ltd****.**, as LenderBy: /s/ Patrick M. Cook Name: Patrick M. Cook Title: Assistant Vice President
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

ING Prime Rate TrustBy: ING Investment Management Co., as its investment managerING Senior Income FundBy: ING Investment Management Co., as its investment managerING Investment Management CLO I, LTD.By: ING Investment Management Co., as its investment managerING Investment Management CLO II, LTD.By: ING Alternative Asset Management LLC, as its investment managerING Investment Management CLO III, LTD.By: ING Alternative Asset Management LLC, as its investment managerING Investment Management CLO IV, LTD.By: ING Alternative Asset Management LLC, as its investment managerING Investment Management CLO V, LTD.By: ING Alternative Asset Management LLC, as its investment managerING International (II) - Senior Bank Loans EuroBy: ING Investment Management Co., as its investment managerBy: /s/ Jason Esplin Name: Jason Esplin Title: Assistant Vice President
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

ATLANTIS FUNDING LTD.By: INVESCO Senior Secured Management, Inc. As Collateral ManagerBy: /s/ Thomas Ewald Name: Thomas Ewald Title: Authorized Signatory
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Genesis CLO 20072 LTD, as Lenderby: LLCP Advisors LLC as collateral ManagerBy: Illegible Name: Illegible Title: Vice President
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

as LendersArkansas Public Employees Retirement SystemMacKay Short Duration Alpha FundNew York Life Insurance Company (Guaranteed Products)New York Life Insurance Company, GP - Portable AlphaMacKay Shields Core Plus Alpha Fund Ltd.Northrop Grumman Pension Master TrustBy: MacKay Shields LLC, as Investment adviser and not individuallyBy: /s/ Dan RobertsName: Dan RobertsTitle: Sr. Managing Director
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

**Morgan Stanley Prime Income Trust**, as Lender****By: /s/ Ryan Kommers Name: Ryan Kommers Title: Vice President
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

QUALCOMM Global Trading, Inc.By: Morgan Stanley Investment Management Inc. as Investment Manager, as LenderBy: /s/ Ryan Kommers Name: Ryan Kommers Title: Vice President
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

**Zodiac Fund – Morgan Stanley US Senior Loan Fund**By: Morgan Stanley Investment Management Inc. as Investment Manager, as LenderBy: /s/ Ryan Kommers Name: Ryan Kommers Title: Vice President
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Natixis, as LenderBy: /s/ Mark A. Harrington Name: Mark A. Harrington Title: Managing Director [Illegible] Managing Director
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

**NAVIGARE FUNDING II CLO LTD** 
By: Navigare Partners LLC

as collateral manager, as Lender
By: /s/ Scott Van den Bosch Name: Scott Van den Bosch Title: Sr. Vice President
NAVIGARE FUNDING III CLO LTD 
By: Navigare Partners LLC

as collateral manager, as Lender
By: /s/ Scott Van den Bosch Name: Scott Van den Bosch Title: Sr. Vice President
Clydesdale CLO 2007, Ltd., as LenderBy: /s/ Robert Hoffman Name: Robert Hoffman Title: Executive Director 
NOMURA CORPORATE RESEARCH

AND ASSET MANAGEMENT INC.

AS

INVESTMENT MANAGER

 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

[Illegiable], as LenderBy: /s/ Robert Hoffman Name: Robert Hoffman Title: Executive Director 
NOMURA CORPORATE RESEARCH

AND ASSET MANAGEMENT INC.

AS

INVESTMENT ADVISER

 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

PPM MONARCH BAY FUNDING LLC,

as Lender
By: /s/ Stacy Lai Name: Stacy Lai Title: Assistant Vice President
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

PUTNAM VARIABLE TRUST – PVT HIGH YIELD FUND /s/ Beth MazorBy: Beth MazorTitle: V.P.
PUTNAM FLOATING RATE INCOME FUND/s/ Beth MazorBy: Beth MazorTitle: V.P.
PUTNAM HIGH YIELD ADVANTAGE FUND/s/ Beth MazorBy: Beth MazorTitle: V.P.
PUTNAM DIVERSIFIED INCOME TRUST (CAYMAN) MASTER FUND By The Putnam Advisory Company, LLC/s/ Angela PatelName: Angela PatelTitle: Vice President
PUTNAM PREMIER INCOME TRUST/s/ Beth MazorBy: Beth MazorTitle: V.P.
PUTNAM MASTER INTERMEDIATE INCOME TRUST/s/ Beth MazorBy: Beth MazorTitle: V.P.
PUTNAM DIVERSIFIED INCOME TRUST/s/ Beth MazorBy: Beth MazorTitle: V.P.
PUTNAM VARIABLE TRUST – PVT DIVERSIFIED INCOME FUND/s/ Beth MazorBy: Beth MazorTitle: V.P.
**Yorkville CBNA Loan Funding LLC**, as LenderBy: /s/ Adam Jacobe Name: Adam Jacobe Title: Attorney-In-Fact
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Cent CDO 12 LimitedBy: RiverSource Investments,LLC as Collateral Manager, as LenderBy: /s/ Robin C. Stancil Name: Robin C. Stancil Title: Director of Operations
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

SIERRA CLO II, as LenderBy: /s/ John M. Casparian Name: John M. Casparian Title: Co-President  Churchchill Pacific Asset Management LLC
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

LOYALIS SCHADE, NV., as LenderBy: /s/ Beth Semmel Name: Beth Semmel Title: Portfolio Manager
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

San Joaquin County Employees’ Retirement Association, as LenderBy: /s/ Beth Semmel Name: Beth Semmel Title: Portfolio Manager
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Muir Grove CLO, Ltd.

By: Tall Tree Investment Management, LLC

as Collateral Manager, as Lender
        By: /s/ Brian T. Buscher Name: Brian T. Buscher Title: Officer
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

The CIT Group/Equipment & Financing, Inc.,

as Lender
By: /s/ David M. Harnisch Name: David M. Harnisch Title: Managing Director
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

505 CLO I LTD.

 

By: CIT Asset Management LLC,

 

as Lender
By: /s/ Roger M. Burns Name: Roger M. Burns Title: President CIT Asset Management
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

**VAN KAMPEN**

**Dynamic Credit Opportunities Fund**

**By: Van Kampen Asset Management**, as Lender****
By: /s/ Ryan Kommers Name: Ryan Kommers Title: Vice President
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

**VAN KAMPEN**

**SENIOR INCOME TRUST**

**By: Van Kampen Asset Management**, as Lender****
By: /s/ Ryan Kommers Name: Ryan Kommers Title: Vice President
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

**VAN KAMPEN**

**SENIOR LOAN FUND**

**By: Van Kampen Asset Management**, as Lender****
By: /s/ Ryan Kommers Name: Ryan Kommers Title: Vice President
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

SunAmerica Senior Floating Rate Fund, Inc.

as Lender
By: 
Wellington Management Company, LLP

as investment adviser
By: /s/ Robert J. Toner Name: Robert J. Toner Title: Vice President and Counsel
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

The Foothill Group Inc., as LenderBy: /s/ Mike Bohannon Name: Mike Bohannon Title: S.V.P.
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

WhiteHorse V, Ltd., as LenderBy: 
WhiteHorse Capital Partners, L.P.

as Collateral Manager
By: WhiteRock Asset Advisor, LLC, its G.P.By: /s/ Ethan Underwood Name: Ethan Underwood Title: Portfolio Manager
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Z CAPITAL CREDIT OPPORTUNITY FUND, LP, as LenderBy: /s/ James J. Zenni Name: James J. Zenni Title: President
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT

Z CAPITAL SPECIAL SITUATIONS FUND HOLDINGS I, L.L.C., as LenderBy: /s/ James J. Zenni Name: James J. Zenni Title: President
 

AMENDMENT NO. 2 TO FIRSTLIEN CREDIT AGREEMENT