EXHIBIT
10.9.9  INTERCREDITOR AGREEMENT  THIS INTERCREDITOR AGREEMENT (Agreement), dated as of March 5,
2002, is entered into by and among BANK OF AMERICA, N.A., as Administrative
Agent for the Lenders under the Credit Agreement referred to below, THE BANK OF
NEW YORK as Trustee for the Noteholders referred to below (the Trustee),
CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership (Borrower),
and SILVER LEGACY CAPITAL CORP., a Nevada corporation (Capital, and
together with Borrower, Debtors). 
All capitalized terms not otherwise defined herein shall have the
meaning set forth in the Credit Agreement (defined below).  RECITALS  1.             Pursuant to the Second Amended and Restated Credit
Agreement dated as of March 5, 2002 (as amended, supplemented or otherwise
modified from time to time, the Credit Agreement) among Borrower, as
borrower, the lenders from time to time parties thereto (each a Lender
and collectively, the Lenders) and Bank of America, N.A., as
Administrative Agent for the Lenders (in such capacity, the Administrative
Agent), the Lenders have agreed to provide to Borrower (i) a term loan in
the principal amount of $20,000,000 and (ii) a revolving credit facility in an
aggregate principal amount of $20,000,000.  2.             Pursuant to the Credit Agreement, Borrower has executed
an Second Amended and Restated Construction Deed of Trust of dated as of March
1, 2002 and effective as of the date hereof 
(as at any time amended, supplemented or otherwise modified or replaced,
the Lender Deed of Trust), a Second Amended and Restated Security
Agreement of even date herewith (as at any time amended, supplemented or
otherwise modified or replaced, the Borrower Security Agreement).  3.             In connection with the Credit Agreement, Capital has entered
into, among other documents, a Guaranty dated as of March 5, 2002 in favor of
the Administrative Agent, for the benefit of the Lenders (as at any time
amended, supplemented or otherwise modified or replaced, the Capital
Guaranty) and a Security Agreement dated as of March 5, 2002 in favor of
the Administrative Agent, for the benefit of the Lenders (as at any time
amended, supplemented or otherwise modified or replaced, the Capital
Security Agreement).  In addition
thereto, Galleon, Inc., a Nevada corporation, and Eldorado Limited Liability
Company, a Nevada limited liability company (the General Partners), which are
all of the general partners in  
   the Borrower, have agreed to pledge their
respective membership interests in the Borrower to the Administrative Agent
pursuant to a Pledge Agreement to be delivered forthwith upon receipt of
necessary approvals under applicable Gaming Laws (as at any time amended,
supplemented or otherwise modified or replaced, the Partner Pledge
Agreement).  4.             Concurrently herewith, the Debtors shall issue their
$160,000,000 10 1/8% Mortgage Notes due 2012 (the Notes) pursuant to
an Indenture dated as of March 1, 2002 among the Debtors and the Trustee (as
amended, supplemented or otherwise modified from time to time, the Indenture).  5.             It is a condition precedent to the Lenders execution
and delivery of the Credit Agreement and the making of the loans and the
issuance of other credit accommodationsthereunder
that the Trustee execute and deliver this Agreement on behalf of the
Noteholders for the purpose of subordinating the Liens granted by the Debtors
to the Trustee for the benefit of the Noteholders to the Liens granted by the
Debtors to the Lenders in the manner and to the extent set forth herein.  6.             Pursuant to Section 11.13 of the Indenture each
Noteholder has, as a condition to accepting the Notes, agreed that the liens
securing the Notes shall be subject to the terms of this Agreement and
authorized the Trustee to execute and deliver this Agreement and take all
action as is necessary or appropriate to acknowledge and effectuate the
provisions of this Agreement.  NOW, THEREFORE, the parties hereto agree as follows:  1.             Definitions and Construction.  (1)           Definitions. 
For purposes of this Agreement, the following terms shall have the
following definitions:  Assets means any interest of the Debtors, and either of them,
and of any other Obligors, in any kind of property or asset, whether real,
personal or mixed real and personal, or whether tangible or intangible, and
includes without limitation the membership interests in Borrower.  Bankruptcy Code means the Bankruptcy Reform Act, Title 11 of
the United States Code, as amended from time to time, or any successor statute.  Code means the Uniform Commercial Code as codified in the
State of Nevada.  All terms used in this
Agreement which are defined in the Code shall be construed and defined in  2 
   accordance
with the meaning and definition ascribed to such terms under the Code, unless
another meaning is specifically provided herein.  Collateral means Assets with respect to which the
Administrative Agent on behalf of the Lenders has a Lien at any time and with
respect to which the Trustee on behalf of the Noteholders has a Lien at any
time.  Debtors shall include both the named Debtors and any other
Person at any time assuming or otherwise becoming primarily liable for all or
any part of the obligations of the applicable Debtor under the Lender Documents,
including, but not limited to, the trustees and the debtors-in-possession in
any bankruptcy or similar proceedings involving the named Debtors.  Distribution of Assets means any distribution of the Assets or
in respect thereof, or of the proceeds thereof, of any kind or character,
whether in cash, property, or securities, and whether in respect of repayment
of indebtedness or otherwise, and whether upon foreclosure, sale, liquidation
or other disposition of the Assets by the parties or either of them as secured
creditors, including, but not limited to, adequate protection payments under
the Bankruptcy Code.  Lender Default means any Event of Default as defined in the
Credit Agreement.  Lender Documents means the Loan Documents as defined in the
Credit Agreement or the instruments, documents and agreements executed in favor
of the lenders under any successor loan documents.  Lender Obligations means (i) theObligations as defined in the Credit Agreement, including
any such obligations incurred after the filing of a petition with respect to
any applicable Obligor under any Bankruptcy Code (including any interest
accruing under any  Lender Document
after the filing of any such petition whether or not allowed or allowable as a
claim in the bankruptcy proceeding); (ii) the obligations of the Debtors to any
lenders directly or indirectly refinancing such Obligations, (iii) all
obligations owed pursuant to any interest rate hedging arrangement with respect
to such Obligations and any direct or indirect refinancings thereof; and (iv)
all renewals, extensions, refinancings, refundings, amendments, restatements,
supplements, and modifications of all of the foregoing obligations, provided
that in any event the aggregate principal amount of the loans and letters of
credit  3 
   constituting
Lender Obligations shall not be increased to an amount which is in excess of
$40,000,000 less the principal amount of Term Loans from time to time repaid by
the Debtor pursuant to Section 2.4A or 2.4B(iii) of the Credit Agreement (or
any similar provision, in the case of an amendment, modification, replacement,
substitution or refinancing thereof).  Lien means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, security interest, charge or
other encumbrance of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof, and any agreement to give
any security interest) and any agreement to give or refrain from giving a lien,
mortgage, pledge, hypothecation, assignment, deposit arrangement, security
interest, charge or other encumbrance of any kind.  Noteholder Default means any Event of Default as defined in
Section 6.01 of the Indenture.  Noteholder Documents means the Indenture, the Notes, and any
certificates, agreements, instruments or other documents executed in connection
therewithto which any Obligor and/or the Trustee or any Noteholder are a party.  Noteholder Obligations means all indebtedness, claims, debts,
liabilities, or obligations of any Obligor owing to the Trustee or the
Noteholders under the Noteholder Documents, in each case, of whatever nature,
character or description, and whether presently existing or arising hereafter,
including, but not limited to, all contract and tort claims that the Trustee or
the Noteholders may have with respect thereto under the Noteholder Documents,
together with interest and fees accruing thereon and costs and expenses
(including attorneys fees and expenses) of collection thereof, and all
renewals, extensions, refinancings, refundings, amendments, restatements,
supplements, and modifications thereof.  Noteholders means the holders from time to time of the Notes
and any instruments, documents or agreements directly or indirectly refinancing
the same.  Subject to the terms hereof
and of the Indenture, any right, remedy, privilege or power of the Noteholders
shall be exercised by the Trustee.  Obligors means, collectively, Debtors, General Partners, and
any other Person now or hereafter directly or contingently liable for all or
any part of the Lender Obligations.  Person means any natural person, sole proprietorship,
partnership, joint venture, limited liability company, trust, unincorporated
organization, association, corporation, public authority, or any other
organization, irrespective of whether it is a legal entity.  4 
   (2)           Construction.  Unless the context of this Agreement clearly
requires otherwise, references to the plural include the singular, to the
singular include the plural, and to the part include the whole, the term
including is not limiting, and the term or has the inclusive meaning
represented by the phrase and/or.  The
words hereof, herein, hereby, hereunder and similar terms in this
Agreement refer to this Agreement as a whole and not to any particular
provision of this Agreement.  Section,
subsection and clause references are to this Agreement unless otherwise
specified.  2.             Lien Subordination.  (1)           General. 
The Trustee, the Noteholders and Debtors each covenant and agree that
all of the Liens on the Assets securing all or any part of the Noteholder
Obligations are and shall be subordinate, junior and inferior and postponed in
priority, operation and effect to the priority, operation and effect of the
Liens on the Assets securing all or any part of the Lender Obligations,
including without limitation the Liens created by the Lender Deed of Trust, the
Borrower Security Agreement, the Partner Pledge Agreement, and the Capital
Security Agreement.  The subordination
provided for herein shall be effective notwithstanding the perfection, order of
perfection or failure to perfect or failure to maintain the perfection of any
such Lien or the filing or recording, order of filing or recording or failure
to file or record any instrument or other document in any filing or recording
office in any jurisdiction.  The
subordination provided for herein shall constitute a continuing and accepted
offer to all holders, present and future, of the Lender Obligations, and shall
be effective both in respect of the principal, interest, fees, indemnity claims
and other obligations of the Obligors thereto, including without limitation any
interest on the Lender Obligations arising following the filing of any petition
against any Obligor under the Bankruptcy Code.  (2)           Subordination on Dissolution, Liquidation or
Reorganization of Debtors.  (1)           Upon any
Distribution of Assets, whether in the event of any dissolution or winding up
or total or partial liquidation or reorganization of the Obligors (whether
voluntary or involuntary), any adjustment or protection or relief or
composition of any of the Obligors or their debts, in any bankruptcy,
insolvency, receivership, arrangement, reorganization, relief or other
proceeding of any Obligor or upon an arrangement for the benefit of creditors
of any Obligor  5 
   or
any other marshaling of the assets and liabilities of any Obligor, or
otherwise, then:  (1)           all amounts payable under or on account of the Lender  Obligations shall first be indefeasibly paid
in full and in cash from such Distribution of Assets, before the holders of
Noteholder Obligations shall be entitled to receive any Distribution of Assets;
and  (2)           before any payment may be made on account of the
Noteholder Obligations, any such Distribution of Assets to which the
Noteholders would be entitled, but for the provisions of this Section 2(b)(i),
shall be made directly to the Administrative Agent for the benefit of the
Lenders to the extent necessary to indefeasibly pay all Lender Obligations in
full, in cash, after giving effect to any concurrent payment or distribution to
the Administrative Agent for the benefit of the Lenders.  In the case of a non-cash Distribution of
Assets with respect to the Noteholder Obligations which is delivered to the
Administrative Agent for the benefit of the Lenders under this
Section 2(b)(i), the Lender Obligations shall be deemed satisfied in the
amount equal to the cash realized by the Lenders upon disposition of such
Distribution of Assets; until such disposition, the non-cash Distribution of
Assets shall be held as security for the Lender Obligations.  Neither the Administrative Agent nor any
Lender shall have any duty hereunder to sell or otherwise reduce to cash any
non-cash Distribution of Assets turned over by the Trustee or any Noteholder in
accordance with this Section 2(b)(i), and neither the Administrative Agent
nor any Lender shall have any liability to the Trustee or any Noteholder with
respect to any such sale or other disposition, under the Code or otherwise,
except for liability arising from the Administrative Agents or any Lenders
willful misconduct or gross negligence, and such sale or other disposition
shall not affect the Administrative Agents and the Lenders rights and
remedies hereunder.  (2)           The Administrative Agent (on behalf of the Lenders) is
hereby irrevocably authorized and empowered (in its own name or in the name of
the Trustee, the Noteholders or  6 
   otherwise), but shall have no obligation, to
demand, sue for, collect and receive every Distribution of Assets and give
acquittance therefor and take such other action on behalf of the Noteholders as
it may deem necessary for the exercise or enforcement of any of the Lenders
rights or interests hereunder.  The
Trustee and the Noteholders shall duly and promptly take such action as the
Administrative Agent may request (A) to collect the Noteholder Obligations for
the account of the Lenders and to file appropriate claims or proofs of claim in
respect of the Noteholder Obligations, (B) to execute and deliver to the
Administrative Agent such powers of attorney, assignments, or other instruments
as it may reasonably request in order to enable it to enforce any and all
claims with respect to, and any Liens securing payment of, the Noteholder
Obligations, and (C) to collect and receive any and all Distributions of Assets
which may be payable or deliverable upon or with respect to the Noteholder
Obligations.  (3)           Bankruptcy Reorganizations.  Without limitation upon Section 2(b) hereof,
to the extent that any proceeding under the Bankruptcy Code results in the
reorganization of the affairs of the Obligors, the Trustee and the Noteholders
shall not vote for or approve any plan of reorganization which does not result
in the full and immediate payment in cash of the Lender Obligations which the
Lenders have not voted for or approved and which does any of the following:  (x)            extends the term of the Lender Obligations or delays or
reduces any payment to which the Lenders would have been entitled but for the
existence of such proceeding;  (y)           requires the Lenders to release any collateral or
guarantees for the Lender Obligations or requires the Lenders to share any
collateral or guarantees with any other Person (other than the Noteholders to
the same extent permitted herein) or requires the liens of the Lenders to be
subject or subordinate to the liens of any Person, including without limitation
the provider of any debtor-in-possession financing or similar arrangements;
or  (z)            otherwise requires the Lenders to accept adequate
protection for their claims in lieu of full and immediate cash payment or
first priority Liens on the Assets (subject only to liens and encumbrances then
permitted by the terms of the Lender Obligations).  7 
   (4)           Subordination of Title Insurance Claims.  In the event that the Lenders and the
Noteholders suffer any loss for which they are insured by title insurance in
relation to the property purportedly encumbered by the Lender Deed of Trust or
are otherwise entitled to assert a claim against such insurers, and for which
the same insurers are liable to both the Lenders and the Noteholders (or as to
which both the Lenders and the Noteholders may assert such a claim), then the
claims of the Noteholders against such title insurers in respect to such losses
shall be in every respect subordinated and junior to the claims of the Lenders
against such title insurers.  (5)           Legends. 
Each instrument, document and agreement evidencing any Lien held by the
Trustee or the Noteholder on account of the Noteholder Obligations shall bear a
prominent legend as follows:  THE LIENS GRANTED PURSUANT TO THIS INSTRUMENT ARE SUBJECT AND
SUBORDINATE TO THE LIENS GRANTED TO BANK OF AMERICA, N.A., AS ADMINISTRATIVE
AGENT PURSUANT TO AN INTERCREDITOR AGREEMENT DATED AS OF MARCH 5, 2002 WITH
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT.  3.             Remedies Standstill.  (1)           The Trustee shall give written notice to the
Administrative Agent of each Noteholder Default of which it gives notice to
either of the Obligors or which it otherwise asserts against any of the
Obligors (each a Noteholder Default Notice).  For so long as any Lender Obligations remain outstanding and
unpaid, neither the Trustee nor the Noteholders shall, for a period of 90 days
after the date upon which any Noteholder Default Notice is given (each such 90
day period (as extended pursuant to clause (c) of this Section, a Standstill
Period), without the Administrative Agents prior written consent, given
in the Administrative Agents sole and absolute discretion:  (i) exercise any right of set-off with
respect to the Noteholder Obligations with respect to any Assets in its
possession or control; (ii) exercise any right of possession of any Collateral
securing the Noteholder Obligations or attach, seize, or realize upon any
Collateral securing the Noteholder Obligations or otherwise enforce any Lien
against the Assets or authorize or direct any trustee under any deed of trust
to do so; or (iii) exercise any right under the Code, including, but not limited
to, the right of strict foreclosure, but excluding the right of redemption in
respect of any Asset.  (2)           No additional Standstill Period shall commence  8 
   on the basis of any Noteholder Default which
occurs or is asserted during any Standstill Period, provided that
(unless the Administrative Agent otherwise consents in writing in its  sole discretion), if the Trustee has not
accelerated the balance of the Noteholder Obligations within the sixty day period
following the end of any Standstill Period, then the Trustee shall be obliged
to give a new Noteholder Default Notice to the Administrative Agent and to
observe a new Standstill Period with respect to any Noteholder Defaults
thereafter asserted.  (3)           In the event that, during or after any Standstill Period,
either (i) a proceeding under the Bankruptcy Code or any similar debtor relief
or reorganization law is commenced with respect to any Obligor, or (ii) the
maturity of the Lender Obligations is accelerated and the Administrative Agent
or the Lenders commence any foreclosure or enforcement proceedings with respect
to the liens securing the Lender Obligations, then the Standstill Period shall
be extended until such time as (y) the Lender Obligations are indefeasibly paid
in full and in cash, or (z) the Lenders rescind such acceleration.  During the Standstill Period, as so
extended, the Trustee and the Noteholders shall not without the Administrative
Agents prior written consent, given in the Administrative Agents sole and
absolute discretion:  (i) exercise any
right of set-off with respect to the Noteholder Obligations with respect to any
Assets in its possession or control; (ii) exercise any right of possession of
any Collateral securing the Noteholder Obligations or attach, seize, or realize
upon any Collateral securing the Noteholder Obligations or otherwise enforce
any Lien against the Assets or authorize or direct any trustee under any deed
of trust to do so; or (iii) exercise any right under the Code, including,
but not limited to, the right of strict foreclosure, but excluding the right of
redemption in respect of any Asset.  (4)           If the Trustee or the Noteholders take any action in
violation of this Section 3, (i) the Administrative Agent may intervene in
any proceeding seeking to enforce the Liens of the Noteholders or otherwise
seek judicial restraint of such action, and (ii) the applicable Obligors may
interpose as a defense or a dilatory plea the making of this Agreement and the
Lenders may intervene and interpose such defense or plea in the names of the
applicable Obligors.  If the Trustee or
the Noteholders, other  than in accordance with this
Section 3, attempt to enforce any Lien with respect to the Noteholder
Obligations, the Lenders or the applicable Obligors may, by virtue of this
Agreement, restrain the enforcement  9 
   thereof in the name of the Lenders or such Obligors.  (5)           Each Obligor covenants and agrees to toll, upon the
Noteholders request, the statute of limitations with respect to any action
which the Noteholders might bring but for the provisions of this
Section 3.  4.             Proceeds of Collateral.  The Administrative Agent and the Lenders shall be entitled to the
full and indefeasible payment and performance of the Lender Obligations from
the Assets and the proceeds thereof prior to any payment or performance of the
Noteholder Obligations from the Assets and the proceeds thereof.  In furtherance thereof, the Debtors agree
that (a) following the giving of written notice by the Administrative Agent to
the Borrower of the occurrence of any Lender Default which is a default in the
payment of money (including any Lender Default which has resulted in an
acceleration of the Lender Obligations) or (b) the filing of any proceeding
under the Bankruptcy Code with respect to either of the Debtors, the Debtors
shall not make (and the Trustee and the Noteholders agree that, they shall not
take and receive) any payments with respect to the Noteholder Obligations from
the Assets or the proceeds thereof, with any payment made in violation of this
Section 4 being held by the Trustee in the manner described in Section 6.  5.             Disposition of Collateral.  Upon any foreclosure upon, or realization or
collection in respect of, any Collateral, whether such action is taken by or on
behalf of the Lenders or the Noteholders or otherwise, all Lender Obligations
shall first be indefeasibly satisfied in full in cash from the proceeds
thereof, before the Noteholders shall be entitled to receive or retain any
proceeds or Assets from such foreclosure, realization or collection.  6.             Payments and/or Property Held in Trust.  If (a) any payment or other
distribution (whether in cash or other property) is made to the Trustee or the
Noteholders in violation of this Agreement or (b) any cash or other
property is received by the Trustee or the Noteholders upon any disposition or
other action with respect to any of the Collateral, including, but not limited
to, converting accounts receivable, instruments and chattel paper to cash, in
violation of this Agreement, before the Lender Obligations are paid in full, in
cash, and the Credit Agreement is terminated or expires, then the Trustee and
the Noteholders shall receive the same in trust for the Lenders benefit and
shall forthwith remit it to the Administrative Agent for the benefit of the  10 
   Lenders in the form in which it was received,
together with such endorsements or documents as may be necessary to effectively
negotiate or transfer the same, to the extent necessary to pay in full, in
cash, the Lender Obligations, after giving effect to any other payment or
distribution with respect to the Lender Obligations.  7.             Trustees and Noteholders Representations,
Warranties and Covenants.  The
Trustee represents and warrants that it has not entered into any subordination
agreement with respect to any Lien securing the Noteholder Obligations prior to
the execution and delivery of this Agreement. 
The Trustee covenants not to enter into any subordination agreement with
respect to any Lien securing the Noteholder Obligations without the Lenders
prior written consent, given in their sole and absolute discretion through the
Administrative Agent.  Any and all such
subsequent subordinations shall be, and shall be expressed to be, subject and
subordinate to the terms of this Agreement.  8.             Rights of The Lenders Not to Be Impaired, Etc.  (1)           No right of the Administrative Agent or any Lender to
enforce the subordination and other terms and conditions provided herein shall
at any time or in any way be prejudiced or impaired by any act or failure to
act by the Administrative Agent or any Lender, or by any non-compliance by any
Obligor with the terms and provisions and covenants herein, regardless of any
knowledge thereof the Administrative Agent or any Lender may have or with which
the Administrative Agent or any Lender may otherwise be charged.  The Administrative Agent and the Lenders
shall not be prejudiced in their right to enforce the subordination of any
Liens securing the Noteholder Obligations by any act or failure to act by any
Obligor or any other Person in custody of any of the Assets.  (2)           Without limiting the generality of the foregoing, the Trustee
and the Noteholders, for the benefit of the Lenders, waive any right the
Trustee or the Noteholders may have to require the Lenders to (i) proceed
against any Person, including the Obligors; (ii) proceed against or
exhaust any security held from any Obligor or any other Person; or (iii) pursue
any other remedy in the Lenders power.  (3)           The Trustee and the Noteholders further waive, for the
benefit of the Lenders, any defense or cause of action based upon or arising by
reason of (i) any disability or other defense of any Obligor or any other
Person; (ii) the cessation  11 
   or
limitation from any cause whatsoever, other than
payment in full, of the Lender Obligations; (iii) any lack of authority of
any officer, director, partner, agent or any other Person acting or purporting
to act on behalf of any Obligor; (iv) any act or omission by the
Administrative Agent or the Lenders which directly or indirectly results in or
aids the discharge of any Obligor or any Lender Obligations by operation of law
or otherwise; (v) any failure by the Administrative Agent, the Lenders or
their agents to use reasonable care in the custody and preservation of
Collateral in the possession of the Administrative Agent, the Lenders or their
agents which directly or indirectly impairs or diminishes the value of the
Liens securing the Noteholder Obligations; or (vi) any failure by the
Administrative Agent, the Lenders or their agents to fulfill any duty owed to
the Noteholders as bailee or agent with respect to any of the Collateral.  (4)           The Trustee and the Noteholders agree that the Lenders
shall have the right to apply the proceeds of any disposition of Collateral in
the manner the Lenders determine, in their sole and absolute discretion,
provided that such application complies with applicable law and this
Agreement.  Notwithstanding the
foregoing sentence, any proceeds of any such disposition of Collateral
remaining in the possession of the Administrative Agent or the Lenders after
the Lender Obligations have been paid in full shall be paid by the
Administrative Agent to the Trustee for application to the Noteholder
Obligations.  (5)           The Trustee and the Noteholders agree that (i) the Lenders
shall have no obligation to marshal any Collateral in favor of the Noteholders
or any other Person; and (ii) neither the Administrative Agent nor the Lenders
shall be liable to the Trustee or the Noteholders for any action or failure to
act in exercising their rights and remedies under this Agreement, the Lender
Documents or against any of the Collateral.  (6)           In the event of any sale or other disposition of all or
any part of the Assets by the Administrative Agent or the Lenders, the Trustee
shall deliver to the Administrative Agent any such instruments or documents as
the Administrative Agent may request to evidence the termination of the
Trustees and the Noteholders liens therein, concurrently with the execution
or consummation of such sale or other disposition.  (7)           The Trustee and the Noteholders agree that the Liens
against the Collateral securing the Noteholder  12 
   Obligations shall terminate upon exercise of
the Lenders strict foreclosure rights under the Code, whether or not the Liens
would terminate pursuant to the Code. 
The Lenders are hereby irrevocably authorized and empowered (in their
own name or in the name of the Noteholders or otherwise) to take all actions
reasonable and necessary to effect such termination.  (8)           The Trustee and the Noteholders (i) consent to any
extension or renewal of the Liens securing the Lender Obligations,
(ii) waive any right to cure any Lender Default, whether by payment of any
portion of the Lender Obligations or otherwise (but without prejudice to any
rights of redemption or similar rights available to the Trustee and the
Noteholders pursuant to applicable law), (iii) waive any right to set
aside or otherwise legally challenge any foreclosure sale or other exercise of
rights and remedies by the Lenders, (iv) waive any right to redeem any
Collateral foreclosed upon or otherwise disposed of by the Lenders, (v) agree
not to contest the commercial reasonableness of any sale of the Collateral by
the Lenders, (vi) agree to cooperate with the Lenders in connection with any
foreclosure sale or other exercise of rights and remedies by the Lenders, and
(vii) agree that the Liens securing the Noteholder Obligations shall be
extinguished with respect to any Collateral foreclosed upon or otherwise
disposed of by the Lenders in accordance with this Agreement and applicable
law.  (9)           The Trustee and the Noteholders agree that neither the
Administrative Agent nor the Lenders shall be bailees, or agents of the Trustee
or the Noteholders, with respect to Collateral in the Administrative Agents or
any Lenders possession for the purpose of perfecting the Trustees (on behalf
of the Noteholders) Liens against such Collateral or otherwise, except upon the
Lenders express written consent.  The
Trustee and the Noteholders further agree that if the Administrative Agent or
any Lender acts as a bailee or agent of the Trustee and the Noteholders with
respect to any of the Collateral, the Administrative Agent or such Lender shall
have no liability to the Trustee or the Noteholders with respect to the
Administrative Agents or such Lenders performance in such capacity, except
for their gross negligence or willful misconduct.  (10)         The Trustee and the Noteholders agree that neither the
Administrative Agent nor any Lender shall be a fiduciary or an agent of the
Trustee or the Noteholders, or otherwise owe any duty to the Trustee or the
Noteholders, by virtue of any provision of this Agreement or the Administrative  13 
   Agents or the Lenders exercise, or failure
to exercise, any right hereunder.  1.             Conduct
of Bankruptcy Proceeding.  (11)         In any bankruptcy, insolvency, receivership or other similar
proceeding of any Obligor, the Trustee and the Noteholders agree that if the
Trustee or any Noteholder has not filed a proof of claim with respect to the
Noteholder Obligations on or prior to the date that is thirty days before the
expiration of the time to file any such proof of claim, the Trustee or such
Noteholder will be deemed to have irrevocably appointed the Administrative
Agent its agent and attorney-in-fact (i) to make, file and present for and on
behalf of the Trustee or such Noteholder such proofs of claims against any
Obligor on account of the Noteholder Obligations and (ii) to vote such claims
in such proceedings (in the name of the Lenders or the Trustee or such
Noteholder as the Administrative Agent may deem necessary or advisable) if the
Trustee or such Noteholder fails to vote such claim on or prior to the date
that is ten days before the expiration of the time to vote any such claim;
provided that the Administrative Agent shall have no obligation to make, file,
present and/or vote any such proof of claim. 
In the event the Administrative Agent votes any claim of the Trustee or
any Noteholder in accordance with its authority granted hereby, the Trustee or
such Noteholder, as applicable, shall not be entitled to change or withdraw
such vote.  (12)         The Trustee and the Noteholders agree that the Lenders may
consent to the use of cash collateral or provide financing to any applicable
Obligor on such terms and conditions and in such amounts as the Lenders, in
their sole and absolute discretion, may decide and that, in connection with
such cash collateral usage or such financing, such Obligor (or a trustee
appointed for the estate of such Obligor) may grant to the Administrative Agent
on behalf of the Lenders Liens upon all Assets, which Liens (i) shall secure
payment of all Lender Obligations (whether such Lender Obligations arose prior to
the filing of the petition for relief under the Bankruptcy Code or arise
thereafter), but subject to the limitations as to the principal amounts thereof
set forth herein; and (ii) shall be superior in priority to the Liens held by
Trustee for the benefit of the Noteholders on the Assets.  All allocations of payments between the
Lenders and the Noteholders shall, subject to any court order, continue to be
made after the filing of a petition under the Bankruptcy Code on the same basis
that the payments were to be allocated  14 
   prior to the date of such filing.  The Trustee and the Noteholders agrees that
neither the Trustee nor the Noteholders, respectively, will object to or oppose
a sale or other disposition of any Assets securing the Lender Obligations (or
any portion thereof) free and clear of Liens or other claims of the Trustee and
the Noteholders under Section 363 of the Bankruptcy Code or any other
provision of the Bankruptcy Code if the Lenders have consented to such sale or
disposition of such Assets.  The Trustee
and the Noteholders agree that it will not seek to have the automatic stay
lifted with respect to the Noteholder Obligations and the Liens securing the
Noteholder Obligations, in each case without the Lenders prior written
consent, given in their sole and absolute discretion.  The Trustee and the Noteholders agree not to initiate or
prosecute any claim, action or other proceeding (i) challenging the
enforceability of the Lenders claim, or (ii) challenging the enforceability of
any Liens in Assets securing the Lender Obligations or the priority thereof.  2.             Call
Right in Favor of the Noteholders. 
The Administrative Agent agrees on behalf of the Lenders that, unless a
proceeding under the Bankruptcy Code has been filed in respect of any of the
Obligors, it shall provide written notice of any acceleration of the maturity
of the Lender Obligations to the Trustee (the Call Notice) and that
the Noteholders shall have, during the thirty day period following such notice,
the right to purchase the Lender Obligations from the Lenders for a purchase
price equal to the outstanding principal balance thereof (including any
outstanding letters of credit and other similar financial accommodations), plus
all accrued and unpaid interest, fees and other amounts due to the
Administrative Agent and the Lenders under the Lender Documents, provided
that the Trustee and the Noteholders shall make arrangements reasonably
acceptable to the Administrative Agent for backup indemnification for any
contingent liabilities of the Debtors and their affiliates under the Lender
Documents.  The Trustee and the
Noteholders further agree that neither the Administrative Agent nor the Lenders
will have any disclosure duty to the Trustee or Noteholders, respectively, other
than to inform the Trustee of the amount of the Lender Obligations, and
the Trustee agrees that neither the Administrative Agent nor the Lenders make
any representation or warranty with respect to the Lender Obligations (except
for their legal authority to sell and make settlements thereof), the Collateral
or any other matter and the Trustee and the Noteholders waive any claim which
the Trustee or the Noteholders, respectively, may have against the
Administrative Agent or the Lenders with respect to the Lender Obligations and
the Collateral as a result of  15 
   exercising their rights under this Section.  In conjunction with the exercise of the Noteholders rights under
this Section, the Noteholders exercising such rights  agree to execute and deliver all documentation requested by the
Lenders which is necessary to effectuate the foregoing agreements and waivers.  The sole obligation of the Trustee hereunder
shall be to deliver the Call Notice to the Noteholders following receipt
thereof from the Administrative Agent.  9.             Subrogation. 
Upon the payment in full, in cash, of the Lender Obligations and the
termination or expiration of the Lender Documents, the Noteholders shall be
subrogated to the rights of the Lenders to receive any Distribution of Assets
made on account of the Lender Obligations to the extent that distributions
otherwise payable to the Noteholders have been applied to payment of Lender
Obligations, until the Noteholder Obligations shall be paid in full; and for
the purposes of such subrogation, no Distribution of Assets to the Lenders of
any cash, property, or securities to which the holders of Noteholder
Obligations would be entitled except for the provisions hereof, and no payment
paid over pursuant to the provisions of Section 6 to the Lenders by the
Noteholders shall, as among the Obligors, their respective creditors, and the
Noteholders, be deemed to be a payment by the Obligors to or on account of such
Lender Obligations.  Neither the
Administrative Agent nor the Lenders shall have any liability to the Trustee or
the Noteholders, and the subordination and other provisions of this Agreement
shall not be affected by, any act or omission by the Administrative Agent or
the Lenders, prior to payment in full of the Lender Obligations and the
termination or expiration of the Lender Documents, which affect in any way the
Noteholders subrogation rights hereunder.  10.           Obligations of Obligors Unconditional.  Nothing contained in this Agreement is
intended to or shall, as among the Obligors or their respective creditors,
impair the obligations of the Obligors, which obligations are absolute and
unconditional, to pay the Lender Obligations and the Noteholder Obligations as
and when the same shall become due and payable in accordance with their
terms.  Nothing contained in this
Agreement is intended to or shall, as among the Obligors or their respective
creditors, affect the relative rights of the Noteholders and other creditors of
the Obligors (other  than between the Noteholders and the
Lenders).  11.           Further Assurances.  The Trustee and the Noteholders agree to take such actions and
execute, acknowledge and deliver, or cause to be executed, acknowledged and
delivered,  16 
   such documents as are reasonably requested by
any Obligor or the Administrative Agent to effectuate and carry out the
purposes of this Agreement and the subordination provisions hereunder, so long
as any such acts are consistent with and do not impose terms of subordination
more onerous than the terms hereof.  12.           Modification and Expansion of Lender Obligations.  Notwithstanding any term of the Noteholder
Documents to the contrary, the Lenders may (i) grant extensions of time of
payment or performance of any Lender Obligations, (ii) make compromises and
settlements with the Obligors and other Persons regarding any Lender
Obligations, and (iii) increase, expand and/or modify any Lender
Obligations without the consent of the Noteholders, and without affecting this
Agreement and its rights hereunder, provided, in each case, that in any
event the aggregate principal amount of the loans and letters of credit
constituting Lender Obligations shall not exceed $40,000,000 less the principal
amount of Term Loans from time to time repaid by the Debtor pursuant to Section
2.4A or 2.4B(iii) of the Credit Agreement (or any similar provision, in the
case of an amendment, modification, replacement, substitution or refinancing
thereof).  No action that the
Administrative Agent or the Lenders may take, or refrain from taking, with
respect to the Lender Obligations or any Collateral therefor or any agreements
in connection therewith, shall affect this Agreement or the Administrative
Agents or the Lenders rights hereunder.  13.           Discontinuation of Credit.  If, at any time hereafter, the Lenders
shall, in the Lenders sole and absolute judgment, determine to discontinue the
extension of credit to Borrower, the Lenders may do so if permitted by the
terms and provisions of the Credit Agreement. 
Such discontinuation notwithstanding, this Agreement shall continue in
full force and effect until the Lender Obligations shall have been paid in full
in cash and the Lender Documents terminate or expire.  14.           Statutes of Limitation.  The obligations of any Obligor, the Trustee and the Noteholders
hereunder shall continue irrespective of, and each Obligor and the Trustee and
the Noteholders hereby waive, so far as the law permits, any existing or future
statutes of limitation applicable thereto or applicable to the enforcement of
indebtedness and liability of any Obligor, and any Collateral therefor.  15.           Impairment of Lender Obligations or Lien.  No court or other action which has the effect
of voiding, impairing, equitably subordinating or otherwise adversely affecting
the  17 
   Lender Obligations or the Liens securing the
Lender Obligations, whether upon the insolvency, bankruptcy or reorganization
of Debtors or otherwise, shall affect the Administrative Agents or the
Lenders rights hereunder or any of the Trustees or the Noteholders waivers,
covenants or obligations hereunder.  16.           Breach of Duty or Obligation to the Trustee or the
Noteholders.  No breach by the
Administrative Agent or the Lenders of any duty or obligation owed to the
Trustee or the Noteholders, whether under this Agreement or otherwise, nor any
determination that the Administrative Agent or the Lenders have any liability to
the Trustee or the Noteholders, whether under this Agreement or otherwise,
shall affect the Administrative Agents or the Lenders rights hereunder or any
of the Trustees or the Noteholders waivers, covenants or obligations
hereunder.  17.           Waiver of Jury Trial.  THE TRUSTEE AND THE 
NOTEHOLDERS, DEBTORS, AND THE ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF
AND THE LENDERS, EACH HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT.  IF NECESSARY, EACH PARTY
WILL UPON DEMAND EXECUTE AND DELIVER TO ANY OTHER PARTY ALL SUCH INSTRUMENTS
AND DOCUMENTS AS MAY BE REQUIRED (OR REQUESTED BY SUCH OTHER PARTY) IN ORDER TO
FILE PAPERS WITH ANY COURT OF COMPETENT JURISDICTION SO AS TO EFFECTIVELY
WAIVE, OR ACKNOWLEDGE ITS WAIVER OF, ALL SUCH RIGHTS.  18.           Agreement by Obligors.  Each Obligor agrees that it will not, and it will not permit any
affiliate or subsidiary to, take any action in contravention of the provisions
of this Agreement.  19.           Miscellaneous Provisions.  (1)           Binding Effect; Authorization.  This Agreement shall be binding on Debtors,
the Administrative Agent, the Lenders, the Trustee and the Noteholders, and
deemed effective, when executed by Debtors, the Administrative Agent and the
Trustee.  The Trustee is authorized
under the Indenture to execute and deliver this Agreement for and on behalf of
the Noteholders.  The Administrative
Agent is authorized to execute and deliver this Agreement for and on behalf of
the Lenders.  (2)           Parties Intended to be Benefitted.  All of the understandings, covenants and
agreements contained herein are  18 
   solely for the benefit of the Administrative
Agent, the Lenders, the Trustee and the Noteholders and there are no other
Persons (including Debtors) which are intended to be benefitted in any way by
this Agreement.  (3)           No Limitation Intended.  Nothing contained in this Agreement is intended to affect or
limit, in any way, the rights that each of the parties hereto has insofar as
the rights of such party and third parties are involved.  The Administrative Agent, on behalf of
itself and the Lenders, and the Trustee, on behalf of itself and the
Noteholders, hereto specifically reserve all of their respective rights against
the Obligors and other Persons.  (4)           Notices. 
All notices, demands and other communications which a party may desire,
or may be required, to give to another shall be in writing, shall be delivered
personally against receipt, or sent by recognized overnight courier service, or
mailed by registered or certified mail, return receipt requested, postage
prepaid, or sent by telecopy, and shall be addressed to the party to be
notified as follows:  Lenders:
  
  Bank
  of America, N.A.,as
  Administrative Agent555
  South Flower StreetLos
  Angeles, California 90071Attn:
  Janice Hammond, V.P.Telephone:
  (213) 228-9861Telecopier:
  (213) 228 2299Noteholders:
  
  The
  Bank of New York, as Trusteec/o
  United States Trust Company of New York114
  West 47th Street, 25th FloorNew
  York, New York 10036Attn:
  Corporate Trust AgencyTelephone: 
  ( ___ ) __________________Telecopier:  ( ___ ) __________________Borrower or Capital:
  
  Circus
  and Eldorado Joint Venture orSilver
  Legacy Capital Corp.c/o
  Gary Carano, General ManagerSilver
  Legacy Hotel and Casino407
  North Sierra StreetPost
  Office Box 3920Reno,
  NV 89502Telephone:
  800/687-7733 ext. 7350Telecopier:
  775/325-7330  19 
   Any
such notice, demand, or communication shall be deemed given when received if
personally delivered or sent by overnight courier, or when deposited in the
United States mails, postage prepaid, if sent by registered or certified mail,
or when answerback received, if sent by telecopier.  The address for a party may be changed by notice given in
accordance with this subsection.  All
notices or other items required hereby to be delivered to any Lender shall be
delivered to the Administrative Agent. 
All notices or other items required hereby to be delivered to any
Noteholder shall be delivered to the Trustee.  (5)           Choice of Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of Nevada.  (6)           Effectiveness and Condition Precedent.  The subordinations, agreements and
priorities set forth hereinabove shall remain in full force and effect
regardless of whether any party hereto in the future seeks to rescind, amend,
terminate or reform, by litigation or otherwise, its respective agreements with
Debtors.  (7)           Successors and Assigns.  This Agreement shall be binding upon, and shall inure to the
benefit of, the participants, transferees, successors, and permitted assigns of
the parties hereto; provided, however, that neither the Trustee
nor the Noteholders shall transfer or assign any of their rights or obligations
hereunder, or transfer or assign all or any part of their interest in the Liens
securing the Noteholder Obligations to any person or entity, except in
connection with the transfer of the Notes, without the prior written consent of
the Lenders, any assignment being made in violation hereof being void  ab
initio.  The Trustee, on behalf
of itself and the Noteholders, further agrees that if Debtors are in the
process of refinancing a portion of the Lender Obligations with new lenders
(the New Creditors) providing credit conforming to the definition of Lender
Obligations, and if the Lenders make a request of the Trustee, the Trustee
shall, on behalf of itself and the 
Noteholders, promptly confirm in writing that the rights of the
Administrative Agent and the Lenders under this Agreement shall inure to the
specific  benefit of such New Creditors
(subject to a written assumption by the New Creditors of the obligations of the
Administrative Agent and the Lenders hereunder).  20 
   (8)           Headings. 
Section headings used in this Agreement have been set forth herein for
convenience of reference only.  Unless
the contrary is compelled by the context, everything contained in each section
hereof applies equally to this entire Agreement.  (9)           Severability. 
Wherever possible, each provision of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.  (10)         Waivers.  No
failure on the part of the Administrative Agent or the Lenders to exercise, no
delay in exercising and no course of dealing with respect to, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right.  (11)         Attorneys Fees. 
If it becomes necessary for the Lenders or the Noteholders to commence
any proceedings or actions to enforce the provisions of this Agreement, the
prevailing party shall be entitled to recover from the non-prevailing party all
of the prevailing partys reasonable costs and expenses in prosecuting such proceedings
and actions, including reasonable attorneys fees, the usual and customary and
lawfully recoverable proceeding costs, and all the expenses in connection
therewith.  (12)         Entire Agreement; Modifications.  This Agreement contains all of the terms and
conditions agreed upon by the parties relating to its subject matter and
supersedes all prior and contemporaneous agreements, negotiations,
correspondence, understandings and communications of the parties, whether oral
or written, respecting that subject matter. 
No modification, rescission, waiver, release, or amendment of any
provision of this Agreement shall be made, except by a written agreement signed
by the Administrative Agent (on behalf of the Lenders), the Trustee, in its
capacity as trustee under the Indenture, and the Borrower.  (13)         Counterparts. 
This Agreement may be signed in any number of counterparts, each of
which will constitute an original, and all of which, taken together, shall
constitute  21 
   but one and the same agreement with the same effect as if the
signatures thereon were upon the same instrument.  (14)         Trustee Protected. 
Nothing contained in this Agreement shall be construed to impose any
liability on the Trustee for any action or omission independently taken or made
by any Noteholder, regardless of whether such action or omission violates or
contravenes any provision hereof.  The
Trustee shall be entitled to all of the rights provided in the Indenture,
including Section 7.02 thereof, in carrying out is duties hereunder.  [THIS SPACE INTENTIONALLY
LEFT BLANK - SIGNATURE PAGES  TO FOLLOW]  22 
   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first set forth above.  Administrative
  AgentBANK
  OF AMERICA, N.A.,as
  Administrative Agent for the LendersBy:
  /s/
  Janice HammondName:Title:
  Vice PresidentTrusteeTHE
  BANK OF NEW YORK,as
  TrusteeBy:
  /s/
  John GuilianoName:Title:
  Authorized SignatoryBorrowerCIRCUS
  AND ELDORADO JOINT VENTURE,a
  Nevada general partnershipBy:
  /s/
  Gary CaranoName:Title:
  Chief Executive OfficerCapitalSILVER
  LEGACY CAPITAL CORP.,a
  Nevada corporationBy:
  /s/
  Gary CaranoName:Title:
  President and CEO  [Intercreditor
Agreement - Signature Page]  S-1