AMENDED AND RESTATED REDUCING REVOLVING LOAN AGREEMENT



	Dated as of May 28, 1998


	among


	AZTAR CORPORATION


	THE LENDERS HEREIN NAMED


	BANKERS TRUST COMPANY
	and
	SOCIETE GENERALE, as Documentation Agents



	BANK OF SCOTLAND
	CREDIT LYONNAIS LOS ANGELES BRANCH
	and
	PNC BANK, NATIONAL ASSOCIATION, as Co-Agents

	and

	BANK OF AMERICA NATIONAL
	TRUST AND SAVINGS ASSOCIATION, as Administrative Agent

	TABLE OF CONTENTS                                   	     

Article 1 DEFINITIONS AND ACCOUNTING TERMS	                   

1.1  Defined Terms	                                           
1.2  Use of Defined Terms	                                   
1.3  Accounting Terms	                                       
1.4  Rounding	                                               
1.5  Exhibits and Schedules	                                 
1.6  References to "Borrower and its Subsidiaries"           
1.7  Miscellaneous Terms	                                    
1.8  Relationship to TEGP Loan Agreement  	                  

Article 2 LOANS AND LETTERS OF CREDIT  	                     

2.1  Loans-General	                                          
2.2  Alternate Base Rate Loans	                              
2.3  Eurodollar Rate Loans	                                  
2.4  Letters of Credit	                                      
2.5  Voluntary Reduction of Commitment	                      
2.6  Automatic Reduction of Commitment	                      
2.7  Optional Termination of Commitment	                     
2.8  Increase of Commitment	                                 
2.9  Administrative Agent's Right to Assume Funds 
     Available for Advances 	                                
2.10  Swing Line	                                            
2.11  Extension of Initial Reduction Date and Maturity Date	 
2.12  Collateral and Guaranty	                               
2.13  Senior Indebtedness	                                   

Article 3 PAYMENTS AND FEES	                                 

3.1  Principal and Interest	                                 
3.2  Arrangement Fee	                                        
3.3  Upfront Fees	                                           
3.4  Commitment Fees	                                        
3.5  Letter of Credit Fees	                                  
3.6  Agency Fees	                                            
3.7  Increased Commitment Costs	                             
3.8  Eurodollar Costs and Related Matters	                   
3.9  Late Payments	                                          
3.10  Computation of Interest and Fees	                      
3.11  Non-Banking Days	                                      
3.12  Manner and Treatment of Payments	                      
3.13  Funding Sources	                                       
3.14  Failure to Charge Not Subsequent Waiver	               
3.15  Administrative Agent's Right to Assume Payments 
      Will be Made by Borrower	                              
3.16  Fee Determination Detail	                              
3.17  Survivability	                                         

Article 4 REPRESENTATIONS AND WARRANTIES	                    

4.1  Existence and Qualification; Power; Compliance 
     With Laws	                                              
4.2  Authority; Compliance With Other Agreements and 
     Instruments and Government Regulations	                 
4.3  No Governmental Approvals Required	                     
4.4  Subsidiaries	                                           
4.5  Financial Statements	                                   
4.6  No Other Liabilities; No Material Adverse Changes	      
4.7  Title to Property	                                      
4.8  Intangible Assets	                                      
4.9  Public Utility Holding Company Act	                     
4.10  Litigation	                                            
4.11  Binding Obligations	                                   
4.12  No Default	                                            
4.13  ERISA	                                                 
4.14  Regulations T, U and X; Investment Company Act	        
4.15  Disclosure	                                            
4.16  Tax Liability	                                         
4.17  Projections	                                           
4.18  Hazardous Materials	                                   
4.19  Developed Properties	                                  
4.20  Gaming Laws	                                           
4.21  Security Interests	                                    


Article 5 AFFIRMATIVE COVENANTS(OTHER THAN INFORMATION AND 
          REPORTING REQUIREMENTS)	                           

5.1  Payment of Taxes and Other Potential Liens	             
5.2  Preservation of Existence	                              
5.3  Maintenance of Properties	                              
5.4  Maintenance of Insurance	                               
5.5  Compliance With Laws	                                   
5.6  Inspection Rights	                                      
5.7  Keeping of Records and Books of Account	                
5.8  Compliance With Agreements	                             
5.9  Use of Proceeds	                                        
5.10  Future Collateral	                                     
5.11  New Significant Subsidiaries	                          
5.12  Hazardous Materials Laws	                              
5.13 Intercompany Notes	                                     

Article 6 NEGATIVE COVENANTS	                                

6.1  Payment of Subordinated Obligations	                    
6.2  Disposition of Property	                                
6.3  Mergers	                                                
6.4  Hostile Acquisitions	                                   
6.5  Distributions	                                          
6.6  ERISA	                                                  
6.7  Change in Nature of Business	                           
6.8  Liens and Negative Pledges	                             
6.9  Indebtedness and Guaranty Obligations	                  
6.10  Transactions with Affiliates	                          
6.11  Senior Leverage Ratio	                                 
6.12  Total Leverage Ratio	                                  
6.13  Interest Coverage Ratio	                               
6.14  Minimum Adjusted EBITDA	                               
6.15  Capital Expenditures	                                  
6.16  Investments and Acquisitions	                          
6.17  Subsidiary Indebtedness	                               
6.18  Significant Subsidiaries	                              
6.19  Amendments to Subordinated Obligations	                

Article 7 INFORMATION AND REPORTING REQUIREMENTS	            

7.1  Financial and Business Information	                     
7.2  Compliance Certificates	                                

Article 8 CONDITIONS	                                        

8.1  Initial Advances, Etc.	                                 
8.2  Acquisition of Future Collateral	                       
8.3  Any Increasing Advance, Etc.	                           
8.4  Any Advance	                                            

Article 9 EVENTS OF DEFAULT AND REMEDIES 
UPON EVENT OF DEFAULT 	                                     

9.1  Events of Default	                                     
9.2  Remedies Upon Event of Default	                        

Article 10 THE ADMINISTRATIVE AGENT	                        

10.1  Appointment and Authorization	                        
10.2  Administrative Agent and Affiliates	                  
10.3  Proportionate Interest in any Collateral	             
10.4  Lenders' Credit Decisions	                            
10.5  Action by Administrative Agent	                       
10.6  Liability of Administrative Agent	                  
10.7  Indemnification	                                      
10.8  Successor Administrative Agent	                       
10.9  Foreclosure on Collateral	                            
10.10  No Obligations of Borrower	                          

Article 11 MISCELLANEOUS	                                   

11.1  Cumulative Remedies; No Waiver	                       
11.2  Amendments; Consents	                                 
11.3  Costs, Expenses and Taxes	                            
11.4  Nature of Lenders' Obligations	                       
11.5  Survival of Representations and Warranties	           
11.6  Notices	                                              
11.7  Execution of Loan Documents	                          
11.8  Binding Effect; Assignment	                           
11.9  Right of Setoff	                                      
11.10  Sharing of Setoffs	                                  
11.11  Indemnity by Borrower	                               
11.12  Nonliability of the Lenders	                         
11.13  No Third Parties Benefited	                          
11.14  Confidentiality	                                     
11.15  Further Assurances	                                  
11.16  Integration	                                         
11.17  Governing Law	                                       
11.18  Severability of Provisions	                          
11.19  Headings	                                            
11.20  Time of the Essence	                                 
11.21  Foreign Lenders and Participants	                    
11.22  Hazardous Material Indemnity	                        
11.23  Gaming Boards	                                       
11.24  Removal of a Lender	                                 
11.25  Release of Tropicana Collateral	                     
11.26  Termination; Release of Liens	                       
11.27  Other Lien Releases	                                 
11.28  Waiver of Right to Trial by Jury	                    
11.29  Purported Oral Amendments	                           



Exhibits

A   - 	Commitment Assignment and Acceptance
B   - 	Compliance Certificate
C   - 	Confirmation of Guaranty
D   - 	Global Collateral Documents Amendment
E   -  	Global Assignment and Release
F   -  	Intercreditor Agreement
G   - 	Note
H-1- 	Opinion of Counsel
H-2- 	Opinion of Counsel
H-3- 	Opinion of Counsel
H-4- 	Opinion of Counsel
H-5- 	Opinion of Counsel
I   -   	Pricing Certificate
J   -   	Request for Letter of Credit
K  -   	Request for Loan


Schedules

1.1	Lender Commitments
4.3	Governmental Approvals
4.4	Subsidiaries
4.7	Existing Liens and Negative Pledges
4.8	Trademarks and Trade Names
4.10	Material Litigation
4.18 	Environmental Matters
4.19	 Developed Properties
6.9	Existing Indebtedness
6.16	Existing Investments

	AMENDED AND RESTATED REDUCING REVOLVING LOAN 
AGREEMENT

	Dated as of May 28, 1998


This AMENDED AND RESTATED 
REDUCING REVOLVING LOAN AGREEMENT ("Agreement") is entered into 
by and among Aztar Corporation, a Delaware corporation ("Borrower"), 
each lender whose name is set forth on the signature pages of this 
Agreement and each lender which may hereafter become a party to 
this Agreement pursuant to Section 11.8 (collectively, the "Lenders" 
and individually, a "Lender"), Bankers Trust Company and Societe 
Generale, as Documentation Agents, Bank of Scotland, Credit Lyonnais 
Los Angeles Branch and PNC Bank, National Association, as Co-Agents, 
and Bank of America National Trust and Savings Association, as 
Administrative Agent with respect to the following:

A.  Borrower (together with certain of its Subsidiaries, 
as co-borrowers on a joint and several basis, herein the "Co-Borrower 
Subsidiaries") has heretofore entered that certain Reducing Revolving 
Loan Agreement dated as of October 4, 1994 (as amended, the "Prior Loan 
Agreement") with the Administrative Agent and the lenders (the "Prior 
Lenders") party thereto.  The obligations of Borrower (and the Co-
Borrower Subsidiaries) are guaranteed by other Subsidiaries of Borrower 
pursuant to a Subsidiary Guaranty (as defined in the Prior Loan Agreement) 
and secured by the Collateral Documents (as defined in the Prior Loan 
Agreement).

B.	Borrower has requested that the credit 
facility created under the Prior Loan Agreement be transformed into two 
credit facilities: a reducing revolving credit facility to be evidenced 
by this Agreement and a $50,000,000 term credit facility to be evidenced 
by the Term Loan Agreement (defined below), with new lenders joining 
either new credit facility and with differing participation levels for 
the continuing lenders in the reducing revolving credit facility.  
In connection therewith, the Co-Borrower Subsidiaries will be released 
as co-obligors under the Prior Loan Agreement, but will become party 
to the Subsidiary Guaranty.  The Collateral (as defined in the Prior 
Loan Agreement) under the Collateral Documents will continue to secure 
the obligations of Borrower and the Subsidiary Guarantors with respect 
to this Agreement and the Term Loan Agreement on a pari-passu basis 
pursuant to an Intercreditor Agreement (defined below).  The Prior 
Lenders are willing to so transform the credit facilities as requested 
by Borrower.

C.	Concurrently herewith, pursuant to the Global 
Assignment and Release (defined below), the Prior Lenders have 
assigned, with the consent of Borrower, their rights and obligations 
under the Prior Loan Agreement to the Lenders under this Agreement 
and to the Term Lenders (defined below) under the Term Loan Agreement, 
and the Lenders and Term Lenders, respectively, have assumed such 
rights and obligations as evidenced, respectively, by this Agreement 
and the Term Loan Agreement.  Pursuant to the Global Assignment and 
Release, certain of the Prior Lenders will be released from all 
further right and obligation under the Prior Loan Agreement and the 
Co-Borrower Subsidiaries will be released from their obligations as 
co-borrowers under the Prior Loan Agreement.

D.	Concurrently with the Prior Loan Agreement, 
the Prior Lenders also extended an amortizing loan credit facility 
to Tropicana Enterprises ("TEGP"), a general partnership of which 
a Subsidiary of Borrower is a 50% general partner, pursuant to the 
Second Amended and Restated Loan Agreement dated as of October 4, 
1994 (the "Prior TEGP Loan Agreement").  The Prior TEGP Loan 
Agreement is secured by its own collateral and not by the Collateral 
under the Collateral Documents.  The Prior Lenders were required to 
maintain the same Pro Rata Share of the Commitment under the Prior 
Loan Agreement as under the Prior TEGP Loan Agreement and that 
requirement will continue with respect to this Agreement and the 
TEGP Loan Agreement (defined below).  Pursuant to the Global 
Assignment and Release, the Prior Lenders will also assign, with 
the consent of TEGP, their respective rights and obligations under 
the Prior TEGP Loan Agreement to the Lenders under the TEGP Loan 
Agreement, and the Lenders will assume such rights and obligations 
as evidenced by the TEGP Loan Agreement.

In consideration of the mutual covenants 
and agreements herein contained, the parties hereto covenant 
and agree as follows:

	Article 1
	DEFINITIONS AND ACCOUNTING TERMS

1.1  Defined Terms.  As used in this 
Agreement, the following terms shall have the meanings set forth below:

"Acquisition" means any transaction, or any 
series of related transactions, consummated after the Closing Date, 
by which Borrower and/or any of its Subsidiaries directly or 
indirectly (a) acquires any ongoing business or all or substantially 
all of the assets of any Person engaged in any ongoing business, 
whether through purchase of assets, merger or otherwise, (b) 
acquires control of securities of a Person engaged in an ongoing 
business representing more than 50% of the ordinary voting power 
for the election of directors or other governing position if the 
business affairs of such Person are managed by a board of directors 
or other governing body or (c) acquires control of more than 50% of 
the ownership interest in any partnership, joint venture, limited 
liability company, business trust or other Person engaged in an 
ongoing business that is not managed by a board of directors or 
other governing body.

"Acquisition Expenditure" means the 
aggregate consideration paid or payable in Cash by Borrower or 
any of its Subsidiaries as the purchase price for an Acquisition, 
including (a) Borrower's best estimate of the amount of any 
contingent Cash purchase consideration and (b) amounts paid or 
payable for agreements not to compete, guaranteed employment 
contracts and similar agreements benefiting the sellers in 
respect of the Acquisition.  An Acquisition Expenditure shall 
not be deemed a Capital Expenditure.

"Adjusted EBITDA" means, with 
respect to any fiscal period, the sum of (a) Net Income for that 
period, plus (b) any extraordinary loss reflected in such Net 
Income, minus (c) any extraordinary gain reflected in such Net 
Income, plus (d) Interest Expense for that period, plus (e) the 
aggregate amount of federal and state taxes on or measured by 
income for that period (whether or not payable during that period), 
plus (f) depreciation, amortization and all other non-cash expenses 
for that period, plus (g) Borrower's equity in any net loss of TEGP 
for that period, minus (h) Borrower's equity in any net 
income of TEGP for that period, plus (i) that portion of the rentals 
paid to TEGP by HRN during that period which is designated and 
used to service principal and interest payable under the TEGP Loan 
Agreement, plus (j) dividends or other income received in Cash in 
that period by Borrower or the Restricted Subsidiaries from an 
Unrestricted New Venture Entity (but only to the extent of earnings 
before interest, taxes, depreciation and amortization of such 
Unrestricted New Venture Entity), in each case as determined in 
accordance with Generally Accepted Accounting Principles and, in 
the case of items (d), (e), (f), (g), (h) and (i), only to the extent 
reflected in the determination of Net Income for that period.

"Adjusted Funded Debt" means, as of any date of 
determination, Funded Debt as of that date plus (without 
duplication) (a) all outstanding letters of credit on that date (other 
than any letter of credit to the extent collateralized by the deposit 
with the issuing bank of Cash, Cash Equivalents or a certificate of 
deposit or other deposit account of the issuing bank as collateral 
security therefor) plus (b) all Guaranty Obligations of Borrower and 
the Restricted Subsidiaries on that date with respect to Indebtedness 
of any Person that is not a Restricted Subsidiary, plus (c) all other 
Guaranty Obligations of Borrower and the Restricted Subsidiaries if 
and to the extent the amount thereof has been (or in accordance with 
Financial Accounting Standards Board Statement No. 5 should be) 
quantified as of that date and reflected or disclosed in the most 
recent consolidated financial statements (or notes thereto) of 
Borrower and the Restricted Subsidiaries.

"Adjusted Senior Funded Debt" means, as of any date of 
determination, Adjusted Funded Debt as of that date minus the 
principal amount of all Subordinated Obligations outstanding as of 
that date.

"Administrative Agent" means Bank of America National 
Trust and Savings Association, when acting in its capacity as the 
Administrative Agent under any of the Loan Documents, or any 
successor Administrative Agent.

"Administrative Agent's Office" means the Administrative 
Agent's address as set forth on the signature pages of this Agreement, 
or such other address as the Administrative Agent hereafter may 
designate by written notice to Borrower and the Lenders.

"Advance" means any advance made or to be made by any 
Lender to Borrower as provided in Article 2, and includes each 
Alternate Base Rate Advance and Eurodollar Rate Advance.

"Affiliate" means, as to any Person, any other Person which 
directly or indirectly controls, or is under common control with, or is 
controlled by, such Person.  As used in this definition, "control" (and 
the correlative terms, "controlled by" and "under common control 
with") shall mean possession, directly or indirectly, of power to 
direct or cause the direction of management or policies (whether 
through ownership of securities or partnership or other ownership 
interests, by contract or otherwise); provided that, in any event, any 
Person that owns, directly or indirectly, 10% or more of the 
securities having ordinary voting power for the election of directors 
or other governing body of a corporation that has more than 100 
record holders of such securities, or 10% or more of the partnership 
or other ownership interests of any other Person that has more than 
100 record holders of such interests, will be deemed to control such 
corporation, partnership or other Person.

"Aggregate Effective Amount" means, as of any date of 
determination and with respect to all Letters of Credit then 
outstanding, the sum of (a) the aggregate effective face amounts of 
all such Letters of Credit not then paid by the Issuing Lender plus 
(b) the aggregate amounts paid by the Issuing Lender under such 
Letters of Credit not then reimbursed to the Issuing Lender by 
Borrower pursuant to Section 2.4(d) and not the subject of Advances 
made pursuant to Section 2.4(e).

"Agreement" means this Amended and Restated Reducing 
Revolving Loan Agreement, either as originally executed or as it 
may from time to time be supplemented, modified, amended, 
restated or extended.

"AIGC" means Aztar Indiana Gaming Corporation, an Indiana 
corporation.

"Alternate Base Rate" means, as of any date of determination, 
the rate per annum (rounded upwards, if necessary, to the next 1/100 
of 1%) equal to the higher of (a) the Reference Rate in effect on such 
date and (b) the Federal Funds Rate in effect on such date plus 1/2 of 
1% (50 basis points).

"Alternate Base Rate Advance" means an Advance made 
hereunder and specified to be an Alternate Base Rate Advance in 
accordance with Article 2.

"Alternate Base Rate Loan" means a Loan made hereunder 
and specified to be an Alternate Base Rate Loan in accordance with 
Article 2.

"AMGC" means Aztar Missouri Gaming Corporation, a 
Missouri corporation.

"Ancillary Collateral Documents" means such ancillary 
documents amending, or providing a memorandum for recordation 
of, the Collateral Documents (including amendments to each of the 
Deeds of Trust) as the Administrative Agent reasonably determines 
are necessary or desirable, as notified to Borrower at least two (2) 
Banking Days prior to the Closing Date.

"ANI" means Adamar of Nevada, a Nevada corporation.

"ANJI" means Adamar of New Jersey, Inc., a New Jersey 
corporation. 

"Applicable Alternate Base Rate Margin" means, for each 
Pricing Period, the interest rate margin set forth below (expressed in 
basis points per annum) opposite the Applicable Pricing Level for 
that Pricing Period:
		 Applicable
		Pricing Level			Margin

		I				     0
		II				     0
		III				 25.00
		IV				 37.50
		V				 50.00
		VI				 75.00
		VII				100.00

"Applicable Commitment Fee Rate" means, for each Pricing 
Period, the rate set forth below (expressed in basis points per annum) 
opposite the Applicable Pricing Level for that Pricing Period:

		 Applicable
		Pricing Level			Commitment Fee

		I				  22.50
		II				  25.00
		III				  25.00
		IV				  37.50
		V				  37.50
		VI				  43.75
		VII				  43.75

"Applicable Eurodollar Rate Margin" means, for each Pricing 
Period, the interest rate margin set forth below (expressed in basis 
points per annum) opposite the Applicable Pricing Level for that 
Pricing Period:

		 Applicable
		Pricing Level			Margin

		I				100.00
		II				125.00
		III				150.00
		IV			      	162.50
		V				175.00
		VI				200.00
		VII				225.00
"Applicable Letter of Credit Fee" means, for each Pricing 
Period, the per annum rate set forth as the interest rate margin in the 
definition of "Applicable Eurodollar Rate Margin" opposite the 
Applicable Pricing Level for that Pricing Period.

"Applicable Pricing Level" means (a) for the Pricing Period 
from the Closing Date through August 15, 1998, Pricing Level V and 
(b) for each Pricing Period thereafter, the pricing level set forth 
below opposite the Pricing Ratio as of the last day of the Fiscal 
Quarter most recently ended prior to the commencement of that 
Pricing Period:

 Pricing Level			Pricing Ratio

 I               Less than 2.00 to 1.00

 II              Equal to or greater than 2.00 to 1.00
                 but less than 2.50 to 1.00

 III             Equal to or greater than 2.50 to 1.00
                 but less than 3.00 to 1.00

 IV              Equal to or greater than 3.00 to 1.00 but 
                 less than 3.50 to 1.00

 V               Equal to or greater than 3.50 to 1.00 but 
                 less than 4.00 to 1.00

 VI              Equal to or greater than 4.00 to 1.00 but 
                 less than 4.50 to 1.00

 VII             Equal to or greater than 4.50 to 1.00;

provided that in the event that Borrower does not deliver a Pricing 
Certificate with respect to any Pricing Period prior to the 
commencement of such Pricing Period, then until (but only until) 
such Pricing Certificate is delivered the Applicable Pricing Level for 
that Pricing Period shall be Pricing Level VII.

"Arranger" means BancAmerica Robertson Stephens. 

"Atlantic City Deeds of Trust" means the deeds of trust and 
assignment of rents and leases executed and delivered by ANJI and 
certain Significant Subsidiaries covering the Atlantic City Property 
in the form of Exhibit N to the Prior Loan Agreement, either as 
originally executed or as it may from time to time be supplemented, 
modified, amended, extended or supplanted.

"Atlantic City Property" means the real property and 
improvements thereon known as the "Tropicana Casino and Resort" 
and certain related property, comprised of (a) a parcel of 
approximately 4 acres located in Atlantic City, New Jersey on which 
the original casino-hotel is located, (b) a parcel of approximately 
3.1 acres located in Atlantic City, New Jersey on which the 
expansion portion of the casino-hotel is located, (c) a parcel of 
approximately 1.1 acres located in Atlantic City, New Jersey on 
which a transportation center is located, (d) a parcel of 
approximately 1.1 acres located in Atlantic City, New Jersey on 
which a parking garage is located, (e) 23 parcels in "Block C-9" 
aggregating approximately 2.7 acres located in Atlantic City, New 
Jersey on which a parking lot is constructed and (f) a parcel of 
approximately 3.5 acres located in Ventnor, New Jersey on which a 
parking lot and minor structures are located.

"Average Quarterly Adjusted Funded Debt" means, as of the 
last day of each Fiscal Quarter, the greater of (a) the principal 
amount of all Adjusted Funded Debt  outstanding on such day and 
(b) the Average Quarterly Funded Debt as of such day.

"Average Quarterly Adjusted Senior Funded Debt" means, as 
of the last day of each Fiscal Quarter, the greater of (a) the principal 
amount of all Adjusted Senior Funded Debt outstanding on such day 
and (b) the Average Quarterly Senior Funded Debt as of such day.

"Average Quarterly Senior Funded Debt" means, as of the last 
day of each Fiscal Quarter, the average principal amount of all 
Senior Funded Debt outstanding on the last day of each of the three 
4 and 5 week fiscal periods comprising such Fiscal Quarter.

"Average Quarterly Funded Debt" means, as of the last day of 
each Fiscal Quarter, the average principal amount of all Funded Debt 
outstanding on the last day of each of the three 4 and 5 week fiscal 
periods comprising such Fiscal Quarter.

"Banking Day" means any Monday, Tuesday, Wednesday, 
Thursday or Friday, other than a day on which banks are authorized 
or required to be closed in California, Arizona or New York.

"Basket Expenditures" means (a) Capital Expenditures 
permitted by Sections 6.15(c), 6.15(d)  and 6.15(e), (b) the 
Acquisition Expenditures permitted by Section 6.16(l) and 6.16(m) 
and (c) the aggregate purchase or redemption prices paid in respect 
of Subordinated Obligations permitted by Section 6.1(b)(ii).

"Borrower" means Aztar Corporation, a Delaware 
corporation, and its successors and permitted assigns.

"Capital Expenditure" means any expenditure by Borrower or 
the Restricted Subsidiaries for or related to fixed assets or purchased 
intangibles that is treated as a capital expenditure under Generally 
Accepted Accounting Principles, including any amount which is 
required to be treated as an asset subject to a Capital Lease 
Obligation; provided, however, that Capital Expenditures to replace 
or restore Property theretofore owned by Borrower or any Restricted 
Subsidiary that is damaged, destroyed or taken by a Governmental 
Agency under eminent domain shall not be deemed to be Capital 
Expenditures to the extent funded by the proceeds of insurance or 
eminent domain awards received by Borrower or the Restricted 
Subsidiary.  A Capital Expenditure shall not be deemed an 
Acquisition Expenditure.

"Capital Lease Obligations" means all monetary obligations 
of a Person under any leasing or similar arrangement which, in 
accordance with Generally Accepted Accounting Principles, is 
classified as a capital lease.

"Caruthersville Deed of Trust" means the deed of trust 
executed and delivered by AMGC covering the Caruthersville 
Property in the form of Exhibit H to the Prior Loan Agreement, 
either as originally executed or as it may from time to time be 
supplemented, modified, amended, extended or supplemented. 

"Caruthersville Property" means a fee simple parcel of 
approximately 37 acres located in Caruthersville, Missouri.

"Cash" means, when used in connection with any Person, all 
monetary and non-monetary items owned by that Person that are 
treated as cash in accordance with Generally Accepted Accounting 
Principles, consistently applied.

"Cash Equivalents" means, when used in connection with any 
Person, that Person's Investments in:

(a)	Government Securities due within one year after 
the date of the making of the Investment;

(b)	readily marketable direct obligations of any 
State of the United States of America or any political 
subdivision of any such State or any public agency or 
instrumentality thereof given on the date of such Investment a 
credit rating of at least Aa by Moody's Investors Service, Inc. 
or AA by Standard & Poor's Rating Group (a division of 
McGraw-Hill, Inc.), in each case due within one year from 
the making of the Investment;

(c)	certificates of deposit issued by, bank deposits 
in, Eurodollar deposits through, bankers' acceptances of, and 
repurchase agreements covering Government Securities 
executed by any Lender or any bank incorporated under the 
Laws of the United States of America, any State thereof or the 
District of Columbia and having on the date of such 
Investment combined capital, surplus and undivided profits of 
at least $250,000,000, or total assets of at least 
$5,000,000,000, in each case due within one year after the 
date of the making of the Investment;

(d)	certificates of deposit issued by, bank deposits 
in, Eurodollar deposits through, bankers' acceptances of, and 
repurchase agreements covering Government Securities 
executed by any Lender or any branch or office located in the 
United States of America of a bank incorporated under the 
Laws of any jurisdiction outside the United States of America 
having on the date of such Investment combined capital, 
surplus and undivided profits of at least $500,000,000, or 
total assets of at least $15,000,000,000, in each case due 
within one year after the date of the making of the 
Investment;

(e)	repurchase agreements covering Government 
Securities executed by a broker or dealer registered under 
Section 15(b) of the Securities Exchange Act of 1934, as 
amended, having on the date of the Investment capital of at 
least $50,000,000, due within 90 days after the date of the 
making of the Investment; provided that the maker of the 
Investment receives written confirmation of the transfer to it 
of record ownership of the Government Securities on the 
books of a "primary dealer" in such Government Securities or 
on the books of such registered broker or dealer, as soon as 
practicable after the making of the Investment;

(f)	readily marketable commercial paper or other 
debt securities issued by corporations doing business in and 
incorporated under the Laws of the United States of America 
or any State thereof or of any corporation that is the holding 
company for a bank described in clause (c) or (d) above given 
on the date of such Investment a credit rating of at least P-1 
by Moody's Investors Service, Inc. or A-1 by Standard & 
Poor's Rating Group (a division of McGraw-Hill, Inc.), in 
each case due within one year after the date of the making of 
the Investment;

(g)	"money market preferred stock" issued by a 
corporation incorporated under the Laws of the United States 
of America or any State thereof (i) given on the date of such 
Investment a credit rating of at least Aa by Moody's Investors 
Service, Inc. and AA by Standard & Poor's Rating Group (a 
division of McGraw-Hill, Inc.), in each case having an 
investment period not exceeding 50 days or (ii) to the extent 
that investors therein have the benefit of a standby letter of 
credit issued by a Lender or a bank described in clauses (c) or 
(d) above; provided that (y) the amount of all such 
Investments issued by the same issuer does not exceed 
$5,000,000 and (z) the aggregate amount of all such 
Investments does not exceed $15,000,000;

(h)	a readily redeemable "money market mutual 
fund" sponsored by a bank described in clause (c) or (d) 
hereof, or a registered broker or dealer described in clause (e) 
hereof, that has and maintains an investment policy limiting 
its investments primarily to instruments of the types described 
in clauses (a) through (g) hereof and given on the date of such 
Investment a credit rating of at least Aa by Moody's Investors 
Service, Inc. and AA by Standard & Poor's Rating Group (a 
division of McGraw-Hill, Inc.); and

(i)	corporate notes or bonds having an original 
term to maturity of not more than one year issued by a 
corporation incorporated under the Laws of the United States 
of America, or a participation interest therein; provided that 
(i) commercial paper issued by such corporation is given on 
the date of such Investment a credit rating of at least Aa by 
Moody's Investors Service, Inc. and AA by Standard & Poor's 
Rating Group (a division of McGraw-Hill, Inc.), (ii) the 
amount of all such Investments issued by the same issuer does 
not exceed $5,000,000 and (iii) the aggregate amount of all 
such Investments does not exceed $15,000,000.

"Cash Interest Expense" means Interest Expense (other than 
underwriting discounts, closing fees, legal fees and other 
transactional fees and expenses, and the amortization of any thereof, 
in connection with the issuance of any Indebtedness) that is paid or 
currently payable in Cash.

"Certificate of a Responsible Official" means a certificate 
signed by a Responsible Official of the Person providing the 
certificate.

"Change in Control" means (a) any transaction or series of 
related transactions in which any Unrelated Person or two or more 
Unrelated Persons acting in concert acquire beneficial ownership 
(within the meaning of Rule 13d-3(a)(1) under the Securities 
Exchange Act of 1934, as amended), directly or indirectly, of 50% 
or more of the outstanding Common Stock, or (b) any event or 
circumstance constituting a "change in control" or other similar 
occurrence under documentation evidencing or governing any 
Indebtedness of Borrower of $25,000,000 or more which results in 
an obligation of Borrower to prepay, purchase, offer to purchase, 
redeem or defease all or a portion of such Indebtedness.  For 
purposes of the foregoing, the term "Unrelated Person" means any 
Person other than (i) a Subsidiary of Borrower or (ii) an employee 
stock ownership plan or other employee benefit plan covering the 
employees of Borrower and its Subsidiaries.

"Closing Date" means the time and Banking Day on which 
the conditions set forth in Section 8.1 are satisfied or waived.  The 
Administrative Agent shall notify Borrower and the Lenders of the 
date that is the Closing Date.

"Co-Agents" means Bank of Scotland, Credit Lyonnais Los 
Angeles Branch and PNC Bank, National Association.  The Co-
Agents shall have no rights, duties or responsibilities hereunder 
beyond those of a Lender.

"Code" means the Internal Revenue Code of 1986, as 
amended or replaced and as in effect from time to time.

"Collateral" means all of the collateral covered by the 
Collateral Documents.

"Collateral Agent" means the Collateral Agent as such term is 
defined in the Intercreditor Agreement.

"Collateral Documents" means, collectively, the Security 
Agreement, the Trademark Collateral Assignment, the Pledge 
Agreement (Nevada Gaming), the Pledge Agreement (General), the 
Deeds of Trust (in the case of each of the foregoing, as amended by 
the Global Collateral Documents Amendment and any Ancillary 
Collateral Document) and any other security agreement, pledge 
agreement, deed of trust, mortgage or other collateral security 
agreement hereafter executed and delivered by Borrower or the 
Significant Subsidiaries to secure the Obligations.

"Commitment" means, subject to Sections 2.5, 2.6 and 2.8, 
$250,000,000.00.  As of the Closing Date, the respective Pro Rata 
Shares of the Lenders with respect to the Commitment are set forth 
in Schedule 1.1.  From and after the Closing Date, the Pro Rata 
Shares set forth in Schedule 1.1 may be subject to assignment 
pursuant to Section 11.8, with the portion of any Pro Rata Share so 
assigned being reflected in the applicable Commitment Assignment 
and Acceptance.

"Commitment Assignment and Acceptance" means a 
commitment assignment and acceptance substantially in the form of 
Exhibit A.

"Common Stock" means the common stock of Borrower or its 
successor by merger.

"Completion Guaranty" means a Guaranty Obligation given 
by Borrower or a Restricted Subsidiary to a holder of Indebtedness 
of, or an obligee of, a New Venture Entity which obligates Borrower 
or the Restricted Subsidiary (a) to cause the completion of 
construction of a New Venture, (b) to provide funding for all or a 
portion of any construction cost overruns with respect thereto, and/or 
(c) to cause the New Venture Entity to perform any of its 
Contractual Obligations (other than in respect of the repayment of 
any Indebtedness or other monetary obligation of the New Venture 
Entity) to an obligee of the New Venture Entity.

"Compliance Certificate" means a certificate in the form of 
Exhibit B, properly completed and signed by a Senior Officer of 
Borrower.

"Confirmation of Guaranty"  means the confirmation of 
guaranty with respect to the Subsidiary Guaranty executed by each 
Significant Subsidiary as of the Closing Date, in the form of 
Exhibit C, either as originally executed or as it may from time to 
time be supplemented, modified, amended, extended or supplanted.

"Contractual Obligation" means, as to any Person, any 
provision of any outstanding security issued by that Person or of any 
material agreement, instrument or undertaking to which that Person 
is a party or by which it or any of its Property is bound.

"Debtor Relief Laws" means the Bankruptcy Code of the 
United States of America, as amended from time to time, and all 
other applicable liquidation, conservatorship, bankruptcy, 
moratorium, rearrangement, receivership, insolvency, reorganization, 
or similar debtor relief Laws from time to time in effect affecting the 
rights of creditors generally.

"Deeds of Trust" means (a) the Ramada Express Deed of 
Trust, (b) the Atlantic City Deeds of Trust, (c) the Caruthersville 
Deed of Trust and (d) the Evansville Deed of Trust.

"Default" means any event that, with the giving of any 
applicable notice or passage of time specified in Section 9.1, or both, 
would be an Event of Default.

"Default Rate" means the interest rate prescribed in 
Section 3.9.

"Designated Deposit Account" means a deposit account to be 
maintained by Borrower with Bank of America National Trust and 
Savings Association, as from time to time designated by Borrower 
by written notification to the Administrative Agent.

"Designated Eurodollar Market" means, with respect to any 
Eurodollar Rate Loan, (a) the London Eurodollar Market, (b) if 
prime banks in the London Eurodollar Market are at the relevant 
time not accepting deposits of Dollars or if the Administrative Agent 
determines in good faith that the London Eurodollar Market does not 
represent at the relevant time the effective pricing to the Lenders for 
deposits of Dollars in the London Eurodollar Market, the Cayman 
Islands Eurodollar Market or (c) if prime banks in the Cayman 
Islands Eurodollar Market are at the relevant time not accepting 
deposits of Dollars or if the Administrative Agent determines in 
good faith that the Cayman Islands Eurodollar Market does not 
represent at the relevant time the effective pricing to the Lenders for 
deposits of Dollars in the Cayman Islands Eurodollar Market, such 
other Eurodollar Market as may from time to time be selected by the 
Administrative Agent with the approval of Borrower and the 
Requisite Lenders.

"Developed Property" means, as of any date of determination, 
a casino, hotel, casino/hotel, resort, casino/resort, riverboat casino, 
dockside casino, golf course, entertainment center or similar facility 
owned by Borrower or any of the Restricted Subsidiaries (or owned 
by a Person in which Borrower or any of the Restricted Subsidiaries 
holds an Investment other than an Investment of the type 
contemplated by Section 6.16(n)) and which is at such date 
substantially complete and open for business.

"Disposition" means the voluntary sale, transfer or other 
disposition (including a Sale and Leaseback Transaction) of any 
asset of Borrower or any of the Restricted Subsidiaries other than 
(a) Cash, Cash Equivalents, inventory or other assets sold, leased or 
otherwise disposed of in the ordinary course of business of Borrower 
or a Restricted Subsidiary, (b) equipment sold or otherwise disposed 
of where substantially similar equipment in replacement thereof has 
theretofore been acquired, or thereafter within 90 days is acquired, 
by Borrower or a Restricted Subsidiary, or where Borrower or the 
Restricted Subsidiary determines in good faith that the failure to 
replace such equipment will not be detrimental to the business of 
Borrower or the Restricted Subsidiary and (c) a disposition to 
Borrower or a Restricted Subsidiary.

"Disqualified Stock" means any capital stock, warrants, 
options or other rights to acquire capital stock (but excluding any 
debt security which is convertible, or exchangeable, for capital 
stock), which, by its terms (or by the terms of any security into 
which it is convertible or for which it is exchangeable), or upon the 
happening of any event, matures or is mandatorily redeemable, 
pursuant to a sinking fund obligation or otherwise, or is redeemable 
at the option of the holder thereof, in whole or in part, on or prior to 
the Maturity Date; provided that the aforementioned interests shall 
not be Disqualified Stock if they are redeemable prior to the 
Maturity Date only if the board of directors of Borrower determines 
in its judgment that as a result of a holder or beneficial owner 
owning such interests (i) Borrower or a Subsidiary of Borrower has 
lost or may lose any license or franchise from any Gaming Board 
held by Borrower or any Subsidiary of Borrower necessary to 
conduct any portion of the business of Borrower or such Subsidiary 
of Borrower or (ii) any Gaming Board has taken or may take action 
to materially restrict or impair the operations of Borrower or its 
Subsidiaries, which license, franchise or action is conditioned upon 
some or all of the holders or beneficial owners of such interests 
being licensed or found qualified or suitable to own such interests.

"Distribution" means, with respect to any shares of capital 
stock or any warrant or option to purchase an equity security or other 
equity security issued by a Person, (i) the retirement, redemption, 
purchase or other acquisition for Cash or for Property by such 
Person of any such security, (ii) the declaration or (without duplica-
tion) payment by such Person of any dividend in Cash or in Property 
on or with respect to any such security, (iii) any Investment by such 
Person in the holder of 5% or more of any such security if a purpose 
of such Investment is to avoid characterization of the transaction as a 
Distribution and (iv) any other payment in Cash or Property by such 
Person constituting a distribution under applicable Laws with respect 
to such security.

"Documentation Agents" means Bankers Trust Company and 
Societe Generale.  The Documentation Agents shall have no rights, 
duties or responsibilities hereunder beyond those of a Lender.

"Dollars" or "$" means United States dollars.

"Domestic Reference Lender" means Bank of America 
National Trust and Savings Association.

"Eligible Assignee" means (a) another Lender, (b) with 
respect to any Lender, any Affiliate of that Lender, (c) any 
commercial bank having a combined capital and surplus of 
$100,000,000 or more, (d) any (i) savings bank, savings and loan 
association or similar financial institution or (ii) insurance company 
engaged in the business of writing insurance which, in either case 
(A) has a net worth of $200,000,000 or more, (B) is engaged in the 
business of lending money and extending credit under credit 
facilities substantially similar to those extended under this 
Agreement and (C) is operationally and procedurally able to meet 
the obligations of a Lender hereunder to the same degree as a 
commercial bank and (e) any other financial institution (including a 
mutual fund or other fund) having total assets of $250,000,000 or 
more which meets the requirements set forth in subclauses (B) and 
(C) of clause (d) above; provided that (I) each Eligible Assignee 
must either (a) be organized under the Laws of the United States of 
America, any State thereof or the District of Columbia or (b) be 
organized under the Laws of the Cayman Islands or any country 
which is a member of the Organization for Economic Cooperation 
and Development, or a political subdivision of such a country, and 
(i) act hereunder through a branch, agency or funding office located 
in the United States of America and (ii) be exempt from withholding 
of tax on interest and deliver the documents related thereto pursuant 
to Section 11.21 and (II) to the extent required under applicable 
Gaming Laws, each Eligible Assignee must be registered with, 
approved by, or not disapproved by (whichever may be required 
under applicable Gaming Laws), all applicable Gaming Boards 
(including the New Jersey Casino Control Commission).

"ERISA" means the Employee Retirement Income Security 
Act of 1974, and any regulations issued pursuant thereto, as 
amended or replaced and as in effect from time to time.

"Eurodollar Banking Day" means any Banking Day on which 
dealings in Dollar deposits are conducted by and among banks in the 
Designated Eurodollar Market.

"Eurodollar Lending Office" means, as to each Lender, its 
office or branch so designated by written notice to Borrower and the 
Administrative Agent as its Eurodollar Lending Office.  If no 
Eurodollar Lending Office is designated by a Lender, its Eurodollar 
Lending Office shall be its office at its address for purposes of 
notices hereunder.

"Eurodollar Market" means a regular established market 
located outside the United States of America by and among banks 
for the solicitation, offer and acceptance of Dollar deposits in such 
banks.

"Eurodollar Obligations" means eurocurrency liabilities, as 
defined in Regulation D or any comparable regulation of any 
Governmental Agency having jurisdiction over any Lender.

"Eurodollar Period" means, as to each Eurodollar Rate Loan, 
the period commencing on the date specified by Borrower pursuant 
to Section 2.1(b) and ending 1, 2, 3 or 6 months (or, with the written 
consent of all of the Lenders, any other period) thereafter, as 
specified by Borrower in the applicable Request for Loan; provided 
that:

(a)	The first day of any Eurodollar Period shall be a 
Eurodollar Banking Day;

(b)	Any Eurodollar Period that would otherwise 
end on a day that is not a Eurodollar Banking Day shall be 
extended to the next succeeding Eurodollar Banking Day 
unless such Eurodollar Banking Day falls in another calendar 
month, in which case such Eurodollar Period shall end on the 
next preceding Eurodollar Banking Day;

(c)	Borrower may not specify a Eurodollar Period 
that extends beyond the next Reduction Date unless the sum 
of (i) the aggregate principal amount of the Eurodollar Loans 
having a Eurodollar Period ending after such Reduction Date 
plus (ii) the aggregate maximum amount available for 
drawing under Letters of Credit for which the expiry date is 
after such Reduction Date, does not exceed the Commitment 
(after giving effect to any reduction thereto scheduled to be 
made on such Reduction Date pursuant to Section 2.6); and

(d)	No Eurodollar Period shall extend beyond the 
Maturity Date.

"Eurodollar Rate" means, with respect to any Eurodollar Rate 
Loan, the interest rate per annum (rounded upward, if necessary, to 
the next 1/100 of 1%) at which deposits in Dollars are offered by the 
Eurodollar Reference Lender to prime banks in the Designated Euro-
dollar Market at or about 11:00 a.m. local time in the Designated 
Eurodollar Market, two (2) Eurodollar Banking Days before the first 
day of the applicable Eurodollar Period in an aggregate amount 
approximately equal to the amount of the Advance made by the 
Eurodollar Reference Lender with respect to such Eurodollar Rate 
Loan and for a period of time comparable to the number of days in 
the applicable Eurodollar Period.

"Eurodollar Rate Advance" means an Advance made 
hereunder and specified to be a Eurodollar Rate Advance in 
accordance with Article 2.

"Eurodollar Rate Loan" means a Loan made hereunder and 
specified to be a Eurodollar Rate Loan in accordance with Article 2.
"Eurodollar Reference Lender" means Bank of America 
National Trust and Savings Association.

"Evansville Deed of Trust" means the deed of trust executed 
and delivered by AIGC covering the Evansville Property in the form 
of Exhibit H to the Prior Loan Agreement, either as originally 
executed or as it may from time to time be supplemented, modified, 
amended, extended or supplanted.

"Evansville Property" means (a) a fee simple parcel of 
approximately 3.6 acres and (b) a leasehold parcel of approximately 
10.2 acres, in both cases located in Evansville, Indiana.

"Event of Default" shall have the meaning provided in 
Section 9.1.

"Existing 11% Subordinated Debt" means the 11% Senior 
Subordinated Notes due 2002 issued by Borrower.

"Existing 13 3/4% Subordinated Debt" means the 13 3/4% 
Senior Subordinated Notes due 2004 issued by Borrower.

"Existing 13 3/4% Subordinated Debt Indenture" means the 
Indenture governing the Existing 13 3/4% Subordinated Debt, as in 
effect on the date of this Agreement, and as the same may from time 
to time be supplemented, modified, amended, renewed, extended or 
supplanted with the written consent of the Requisite Lenders.

"Existing Indentures" means the Existing 13 3/4% 
Subordinated Debt Indenture and the indenture covering the Existing 
11% Subordinated Debt.

"Federal Funds Rate" means, as of any date of determination, 
the rate set forth in the weekly statistical release designated as 
H.15(519), or any successor publication, published by the Federal 
Reserve Board (including any such successor, "H.15(519)") for such 
date opposite the caption "Federal Funds (Effective)".  If for any 
relevant date such rate is not yet published in H.15(519), the rate for 
such date will be the rate set forth in the daily statistical release 
designated as the Composite 3:30 p.m. Quotations for 
U.S. Government Securities, or any successor publication, published 
by the Federal Reserve Bank of New York (including any such 
successor, the "Composite 3:30 p.m. Quotation") for such date under 
the caption "Federal Funds Effective Rate".  If on any relevant date 
the appropriate rate for such date is not yet published in either 
H.15(519) or the Composite 3:30 p.m. Quotations, the rate for such 
date will be the arithmetic mean of the rates for the last transaction 
in overnight Federal funds arranged prior to 9:00 a.m. 
(New York City time) on that date by each of three leading brokers 
of Federal funds transactions in New York City selected by the 
Administrative Agent.  For purposes of this Agreement, any change 
in the Alternate Base Rate due to a change in the Federal Funds Rate 
shall be effective as of the opening of business on the effective date 
of such change.

"Fiscal Quarter" means the fiscal quarter of Borrower 
consisting of a 13 week or 14 week fiscal period ending on or about 
each March 31, June 30, September 30 and December 31.

"Fiscal Year" means the fiscal year of Borrower consisting of 
a 52 week or 53 week fiscal period ending on the Thursday nearest 
December 31.

"Funded Debt" means, as of any date of determination 
(without duplication and on a consolidated basis), the sum of (a) all 
principal Indebtedness of Borrower and the Restricted Subsidiaries 
and of TEGP for borrowed money (including debt securities issued 
by Borrower, any of the Restricted Subsidiaries or TEGP, but 
excluding in any event any contingent obligations with respect to 
undrawn letters of credit) on that date plus (b) the aggregate amount 
of the principal portion of all Capital Lease Obligations of Borrower 
and the Restricted Subsidiaries and of TEGP on that date.

"Gaming Board" means, collectively, (a) the Nevada Gaming 
Commission, (b) the Nevada State Gaming Control Board, (c) the 
New Jersey Casino Control Commission, (d) the New Jersey 
Division of Gaming Enforcement, (e) the Indiana Gaming 
Commission, (f) the Missouri Gaming Commission and (g) any other 
Governmental Agency that holds regulatory, licensing or permit 
authority over gambling, gaming or casino activities conducted by 
Borrower and the Restricted Subsidiaries within its jurisdiction.

"Gaming Laws" means all Laws pursuant to which any 
Gaming Board possesses regulatory, licensing or permit authority 
over gambling, gaming or casino activities conducted by Borrower 
and the Restricted Subsidiaries within its jurisdiction.

"Generally Accepted Accounting Principles" means, as of any 
date of determination, accounting principles (a) set forth as generally 
accepted in then currently effective Opinions of the Accounting 
Principles Board of the American Institute of Certified Public 
Accountants, (b) set forth as generally accepted in then currently 
effective Statements of the Financial Accounting Standards Board or 
(c) that are then approved by such other entity as may be approved 
by a significant segment of the accounting profession in the United 
States of America.  The term "consistently applied," as used in 
connection therewith, means that the accounting principles applied 
are consistent in all material respects with those applied at prior 
dates or for prior periods.

"Global Assignment and Release" means the global 
assignment and release to be executed and delivered by the Prior 
Lenders, the Term Lenders, the Lenders and Borrower as of the 
Closing Date, in the form of Exhibit E.

"Global Collateral Documents Amendment" means the Global 
Collateral Documents Amendment amending the Collateral 
Documents to be executed by Borrower and the Subsidiary 
Guarantors, in the form of Exhibit D, as of the Closing Date, 
together with all ancillary amendments to the Collateral Documents 
referred to therein.

"Government Securities" means readily marketable (a) direct 
full faith and credit obligations of the United States of America or 
obligations guaranteed by the full faith and credit of the United 
States of America and (b) obligations of an agency or instrumentality 
of, or corporation owned, controlled or sponsored by, the United 
States of America that are generally considered in the securities 
industry to be implicit obligations of the United States of America.

"Governmental Agency" means (a) any international, foreign, 
federal, state, county or municipal government, or political 
subdivision thereof, (b) any governmental or quasi-governmental 
agency, authority, board, bureau, commission, department, 
instrumentality or public body, or (c) any court or administrative 
tribunal of competent jurisdiction.

"Guaranty Obligation" means, as to any Person, any 
(a) guarantee by that Person of Indebtedness of, or other obligation 
performable by, any other Person or (b) assurance given by that 
Person to an obligee of any other Person with respect to the 
performance of an obligation by, or the financial condition of, such 
other Person, whether direct, indirect or contingent, including any 
purchase or repurchase agreement covering such obligation or any 
collateral security therefor, any agreement to provide funds (by 
means of loans, capital contributions or otherwise) to such other 
Person, any agreement to support the solvency or level of any 
balance sheet item of such other Person or any "keep-well" or other 
arrangement of whatever nature given for the purpose of assuring or 
holding harmless such obligee against loss with respect to any 
obligation of such other Person; provided, however, that the term 
Guaranty Obligation shall not include endorsements of instruments 
for deposit or collection in the ordinary course of business.  The 
amount of any Guaranty Obligation in respect of Indebtedness shall 
be deemed to be an amount equal to the stated or determinable 
amount of the related Indebtedness (unless the Guaranty Obligation 
is limited by its terms to a lesser amount, in which case to the extent 
of such amount) or, if not stated or determinable, the maximum 
reasonably anticipated liability in respect thereof as determined by 
the Person in good faith.  The amount of any other Guaranty 
Obligation shall be deemed to be zero unless and until the amount 
thereof has been (or in accordance with Financial Accounting 
Standards Board Statement No. 5 should be) quantified and reflected 
or disclosed in the consolidated financial statements (or notes 
thereto) of Borrower and the Restricted Subsidiaries.

"Hazardous Materials" means substances defined as 
"hazardous substances" pursuant to the Comprehensive 
Environmental Response, Compensation and Liability Act of 1980, 
42 U.S.C. Sec. 9601 et seq., or as "hazardous", "toxic" or "pollutant" 
substances or as "solid waste" pursuant to the Hazardous Materials 
Transportation Act, 49 U.S.C. Sec. 1801, et seq., the Resource 
Conservation and Recovery Act, 42 U.S.C. Sec. 6901, et seq., or as 
"friable asbestos" pursuant to the Toxic Substances Control Act, 
15 U.S.C. Sec. 2601 et seq. or any other applicable Hazardous 
Materials Law, in each case as such Laws are amended from time to 
time.

"Hazardous Materials Laws" means all Laws governing the 
treatment, transportation or disposal of Hazardous Materials 
applicable to any of the Real Property.

"HRN" means Hotel Ramada of Nevada, a Nevada 
corporation.

"Indebtedness" means, as to any Person (without duplication), 
(a) indebtedness of such Person for borrowed money or for the 
deferred purchase price of Property (excluding trade and other 
accounts payable in the ordinary course of business in accordance 
with ordinary trade terms), including any Guaranty Obligation for 
any such indebtedness, (b) indebtedness of such Person of the nature 
described in clause (a) that is non-recourse to the credit of such 
Person but is secured by assets of such Person, to the extent of the 
value of such assets, (c) Capital Lease Obligations of such Person, 
(d) indebtedness of such Person arising under bankers' acceptance 
facilities or under facilities for the discount of accounts receivable of 
such Person, (e) any direct or contingent obligations of such Person 
under letters of credit issued for the account of such Person and (f) 
any net obligations of such Person under Swap Agreements.

"Intangible Assets" means assets that are considered 
intangible assets under Generally Accepted Accounting Principles, 
including customer lists, goodwill, computer software, copyrights, 
trade names, trademarks and patents.

"Intercompany Notes" means the intercompany promissory 
notes required pursuant to Section 5.13.

"Intercreditor Agreement" means the intercreditor agreement 
to be executed and delivered by the Administrative Agent, on behalf 
of the Lenders, and the Term Loan Agent, on behalf of the Term 
Lenders, in the form of Exhibit E.

"Interest Charges" means, as of the last day of any fiscal 
period, the sum of (a) Cash Interest Expense for that fiscal period, 
plus (b) all interest currently payable in Cash incurred during that 
fiscal period which is capitalized under Generally Accepted 
Accounting Principles, plus (c) that portion of the rentals paid to 
TEGP by HRN during that period which is designated and used to 
service interest payable under the TEGP Loan Agreement.

"Interest Coverage Ratio" means, as of the last day of each 
Fiscal Quarter, the ratio of (a) Adjusted EBITDA for the fiscal 
period consisting of that Fiscal Quarter and the three immediately 
preceding Fiscal Quarters to (b) Interest Charges for that fiscal 
period.

"Interest Differential" means, with respect to any prepayment 
of a Eurodollar Rate Loan on a day other than the last day of the 
applicable Interest Period and with respect to any failure to borrow a 
Eurodollar Rate Loan on the date or in the amount specified in any 
Request for Loan, (a) the Eurodollar Rate payable (or, with respect 
to a failure to borrow, the Eurodollar Rate which would have been 
payable) with respect to the Eurodollar Rate Loan minus (b) the 
Eurodollar Rate on, or as near as practicable to the date of the 
prepayment or failure to borrow for a Eurodollar Rate Loan with an 
Interest Period commencing on such date and ending on the last day 
of the Interest Period of the Eurodollar Rate Loan so prepaid or 
which would have been borrowed on such date.

"Interest Expense" means, as of the last day of any fiscal 
period, the sum of (a) all interest, fees, charges and related expenses 
paid or payable (without duplication) for that fiscal period by 
Borrower and the Restricted Subsidiaries to a lender in connection 
with borrowed money (including any obligations for fees, charges 
and related expenses payable to the issuer of any letter of credit) or 
the deferred purchase price of assets that are considered "interest 
expense" under Generally Accepted Accounting Principles, plus 
(b) the portion of rent paid or payable (without duplication) for that 
fiscal period by Borrower and the Restricted Subsidiaries under 
Capital Lease Obligations that should be treated as interest in 
accordance with Financial Accounting Standards Board Statement 
No. 13.

"Interest Period" means, with respect to any Eurodollar Rate 
Loan, the related Eurodollar Period.

"Initial Reduction Date" means September 30, 2000 or such 
later Initial Reduction Date as may then be in effect pursuant to 
Section 2.11.

"Investment" means, when used in connection with any 
Person, any investment by or of that Person, whether by means of 
purchase or other acquisition of stock or other securities of any other 
Person or by means of a loan, advance creating a debt, capital 
contribution, guaranty or other debt or equity participation or interest 
in any other Person, including any partnership and joint venture 
interests of such Person.  The amount of any Investment shall be the 
amount actually invested (minus any return of capital with respect to 
such Investment which has actually been received in Cash or Cash 
Equivalents or has been converted into Cash or Cash Equivalents), 
without adjustment for subsequent increases or decreases in the 
value of such Investment.

"Issuing Lender" means Bank of America National Trust and 
Savings Association.

"Jaffe Partnership Interest" means the general partnership 
interest in TEGP held, as if the Closign Date, by Persons other than 
ANI.


"Jaffe Transaction" means the acquisition by Borrower or any 
of its Subsidiaries of the Jaffe Partnership Interest.

"Laws" means, collectively, all international, foreign, federal, 
state and local statutes, treaties, rules, regulations, ordinances, codes 
and administrative or judicial precedents.

"Lender" means each lender whose name is set forth in the 
signature pages of this Agreement and each lender which may 
hereafter become a party to this Agreement pursuant to Section 2.8 
or Section 11.8.

 "Lender Disqualification" means, with respect to any Lender:

(a)	the failure of that Lender timely to file pursuant 
to applicable Gaming Laws (i) any application requested of 
the Lender by any Gaming Board in connection with licensing 
required of that Lender as a lender to Borrower or (ii) any 
required application or other papers in connection with 
determination of the suitability of the Lender as a lender to 
Borrower;

(b)	the withdrawal by that Lender (except where 
requested or permitted, without prejudice, by the Gaming 
Board) of any such application or other required papers; or 

(c)	any final determination by a Gaming Board 
pursuant to applicable Gaming Laws (i) that the Lender is 
"unsuitable" as a lender to Borrower, (ii) that the Lender shall 
be "disqualified" as a lender to Borrower or (iii) denying a 
finding of suitability as a lender to Borrower or denying the 
issuance to the Lender of any license required under 
applicable Gaming Laws to be held by all lenders to 
Borrower.

"Letters of Credit" means (a) standby letter of credit No. 
LASB-22401 in the amount of $980,000 issued by Bank of America, 
N.T.&S.A., as issuing bank under the Prior Loan Agreement, which 
letter of credit shall be deemed issued under this Agreement as of the 
Closing Date and (b) any of the standby letters of credit issued by 
the Issuing Lender under the Commitment pursuant to Section 2.4, 
either as originally issued or as the same may be supplemented, 
modified, amended, renewed, extended or supplanted.

"License Revocation" means the revocation, failure to renew 
or suspension of, or the appointment of a receiver, supervisor or 
similar official with respect to, any casino, gambling or gaming 
license issued by any Gaming Board covering any casino or gaming 
facility of Borrower or any Restricted Subsidiary.

"Lien" means any mortgage, deed of trust, pledge, 
hypothecation, assignment for security, security interest, 
encumbrance, lien or charge of any kind, whether voluntarily 
incurred or arising by operation of Law or otherwise, affecting any 
Property, including any agreement to grant any of the foregoing, any 
conditional sale or other title retention agreement, any lease in the 
nature of a security interest, and/or the filing of or agreement to give 
any financing statement (other than a precautionary financing 
statement with respect to a lease that is not in the nature of a security 
interest) under the Uniform Commercial Code or comparable Law of 
any jurisdiction with respect to any Property.

"Loan" means the aggregate of the Advances made at any one 
time by the Lenders pursuant to Article 2.

"Loan Documents" means, collectively, the Global 
Assignment and Release (to the extent it relates to this Agreement), 
this Agreement, the Notes, the Subsidiary Guaranty, the 
Confirmation of Guaranty, the Swing Line Documents, the Collateral 
Documents, the Unsecured Environmental Indemnity (New Jersey), 
any Secured Swap Agreement, any Request for Loan, any Request 
for Letter of Credit, any Compliance Certificate, any Pricing 
Certificate and any other agreements of any type or nature hereafter 
executed and delivered by Borrower or any of the Restricted 
Subsidiaries to the Administrative Agent or to any Lender in any 
way relating to or in furtherance of this Agreement, in each case 
either as originally executed or as the same may from time to time be 
supplemented, modified, amended, restated, extended or supplanted.

"Maintenance Capital Expenditure" means a Capital 
Expenditure for the maintenance, repair, restoration or refurbishment 
of any Developed Property of Borrower or any of the Restricted 
Subsidiaries, but excluding any Capital Expenditure which 
materially adds to or further improves such Developed Property.

"Margin Stock" means "margin stock" as such term is defined 
in Regulation G or U.

"Material Adverse Effect" means any set of circumstances or 
events which (a) has or could reasonably be expected to have any 
material adverse effect whatsoever upon the validity or enforce-
ability of any Loan Document, (b) is or could reasonably be 
expected to be material and adverse to the business or condition 
(financial or otherwise) of Borrower and the Restricted Subsidiaries, 
taken as a whole or (c) materially impairs or could reasonably be 
expected to materially impair the ability of Borrower and the 
Significant Subsidiaries, taken as a whole, to perform the 
Obligations, taken as a whole.

"Maturity Date" means June 30, 2003 or such later Maturity 
Date as may then be in effect pursuant to Section 2.11.

"Multiemployer Plan" means any employee benefit plan of 
the type described in Section 4001(a)(3) of ERISA to which 
Borrower or any of its ERISA Affiliates contribute or are obligated 
to contribute.

"Negative Pledge" means a Contractual Obligation that 
contains a covenant binding on Borrower or any of the Restricted 
Subsidiaries that prohibits Liens on any of its or their Property, other 
than (a) any such covenant contained in a Contractual Obligation 
granting a Lien permitted under Section 6.8 which affects only the 
Property that is the subject of such permitted Lien and (b) any such 
covenant that does not apply to Liens securing the Obligations.

"Net Income" means, with respect to any fiscal period, the 
consolidated net income of Borrower and the Restricted Subsidiaries 
for that period, determined in accordance with Generally Accepted 
Accounting Principles, consistently applied.

"New Subordinated Debt" means Indebtedness of Borrower 
(and any Guaranty Obligation with respect thereto given by one or 
more of the Restricted Subsidiaries) that (a) is unsecured, (b) has no 
principal due or sinking fund requirement applicable prior to June 
30, 2004 and (c) is issued pursuant to an indenture or other 
agreement that contains subordination provisions applicable to such 
Indebtedness and any such Guaranty Obligation, interest blockage 
provisions, events of default, representations and covenants that 
(i) are substantially the same as those in the Existing 13 3/4% 
Subordinated Debt Indenture, (ii) are, taken as a whole, at least as 
favorable to holders of senior indebtedness and less restrictive on 
Borrower and the Restricted Subsidiaries or (iii) have been 
approved, in their sole discretion, in writing by the Requisite 
Lenders.
"New Venture" means a casino, hotel, casino/hotel, resort, 
casino/resort, riverboat casino, dockside casino, golf course, 
entertainment center or similar facility (or any site or proposed site 
for any of the foregoing) owned or to be owned by Borrower or any 
of the Restricted Subsidiaries (or owned or to be owned by a Person 
in which Borrower, any of the Restricted Subsidiaries or a New 
Venture Entity owned directly or indirectly by Borrower or any of 
the Restricted Subsidiaries holds an Investment other than an 
Investment of the type contemplated by Section 6.16(n)) and which 
is not at the Closing Date a Developed Property.

"New Venture Entity" means (a) the Person that directly owns 
a New Venture and (b) any holding company for such a Person 
whose sole assets consist (directly or indirectly through another New 
Venture Entity) of Investments in that Person.

"New Venture Investment" means any Investment by 
Borrower or any of the Restricted Subsidiaries in an Unrestricted 
New Venture Entity.

"Note" means the promissory note made by Borrower to a 
Lender evidencing the Advances under that Lender's Pro Rata Share 
of the Commitment, substantially in the form of Exhibit G, either as 
originally executed or as the same may from time to time be 
supplemented, modified, amended, renewed, extended or supplanted.

"Obligations" means all present and future obligations of 
every kind or nature of Borrower or any Significant Subsidiary at 
any time and from time to time owed to the Administrative Agent, 
the Issuing Lender , the Swing Line Lender or the Lenders or any 
one or more of them, under any one or more of the Loan Documents, 
whether due or to become due, matured or unmatured, liquidated or 
unliquidated, or contingent or noncontingent, including obligations 
of performance as well as obligations of payment, and including 
interest that accrues after the commencement of any proceeding 
under any Debtor Relief Law by or against Borrower or any 
Subsidiary or Affiliate of Borrower.

"Opinions of Counsel" means the favorable written legal 
opinions of (a) Latham & Watkins, special counsel to Borrower and 
the Restricted Subsidiaries, (b) Lionel Sawyer & Collins, special 
Nevada counsel to Borrower and the Restricted Subsidiaries, 
(c) Hankin, Sandson & Sandman, special New Jersey counsel to 
Borrower and the Restricted Subsidiaries, (d) Ice, Miller, Donadio & 
Ryan, special Indiana counsel to Borrower and the Restricted 
Subsidiaries and (e) Thompson Coburn, special Missouri counsel to 
Borrower and the Restricted Subsidiaries, substantially in the form 
of Exhibits H-1, H-2, H-3,  H-4 and H-5, respectively, together with 
copies of all factual certificates and legal opinions upon which such 
counsel has relied.

"Party" means any Person other than the Administrative 
Agent, the Issuing Lender, the Swing Line Lender and the Lender, 
which now or hereafter is a party to any of the Loan Documents.

"PBGC" means the Pension Benefit Guaranty Corporation or 
any successor thereof established under ERISA.

"Pension Plan" means any "employee pension benefit plan" 
(as such term is defined in Section 3(2) of ERISA), other than a 
Multiemployer Plan, which is subject to Title IV of ERISA and is 
maintained by Borrower or any of its Subsidiaries or to which 
Borrower or any of its Subsidiaries contributes or has an obligation 
to contribute.

"Permitted Encumbrances" means:

(a	Inchoate Liens incident to construction on or 
maintenance of Property; or Liens incident to construction on 
or maintenance of Property now or hereafter filed of record 
for which adequate reserves have been set aside to the extent 
required by Generally Accepted Accounting Principles (or 
deposits made pursuant to applicable Law) and which are 
being contested in good faith by appropriate proceedings and 
have not proceeded to judgment, provided that, by reason of 
nonpayment of the obligations secured by such Liens, no such 
Property is subject to a material risk of loss or forfeiture;

(b)	Liens for taxes and assessments on Property 
which are not yet past due; or Liens for taxes and assessments 
on Property for which adequate reserves have been set aside 
to the extent required by Generally Accepted Accounting 
Principles and are being contested in good faith by 
appropriate proceedings and have not proceeded to judgment, 
provided that, by reason of nonpayment of the obligations 
secured by such Liens, no such Property is subject to a 
material risk of loss or forfeiture;

(c)	minor defects and irregularities in title to any 
Property which in the aggregate do not materially impair the 
fair market value or use of the Property for the purposes for 
which it is or may reasonably be expected to be held;

(d)	easements, exceptions, reservations, or other 
agreements for the purpose of pipelines, conduits, cables, 
wire communication lines, power lines and substations, 
streets, trails, walkways, drainage, irrigation, water, and 
sewerage purposes, dikes, canals, ditches, the removal of oil, 
gas, coal, or other minerals, and other like purposes affecting 
Property, facilities, or equipment which in the aggregate do 
not materially burden or impair the fair market value or use of 
such Property for the purposes for which it is or may 
reasonably be expected to be held;

(e)	easements, exceptions, reservations, or other 
agreements for the purpose of facilitating the joint or common 
use of Property in or adjacent to a shopping center or similar 
project affecting Property which in the aggregate do not 
materially burden or impair the fair market value or use of 
such Property for the purposes for which it is or may 
reasonably be expected to be held;

(f)	rights reserved to or vested in any Governmen-
tal Agency to control or regulate, or obligations or duties to 
any Governmental Agency with respect to, the use of any 
Property;

(g)	rights reserved to or vested in any Govern-
mental Agency to control or regulate, or obligations or duties 
to any Governmental Agency with respect to, any right, 
power, franchise, grant, license, or permit;

(h)	present or future zoning laws and ordinances or 
other laws and ordinances restricting the occupancy, use, or 
enjoyment of Property;

(i)	statutory Liens, other than those described in 
clauses (a) or (b) above, arising in the ordinary course of 
business with respect to obligations which are not delinquent 
or are being contested in good faith, provided that, if 
delinquent, adequate reserves have been set aside with respect 
thereto to the extent required by Generally Accepted 
Accounting Principles and, by reason of nonpayment, no 
Property is subject to a material risk of loss or forfeiture;

(j)	covenants, conditions, and restrictions affecting 
the use of Property which in the aggregate do not materially 
impair the fair market value or use of the Property for the 
purposes for which it is or may reasonably be expected to be 
held;

(k)	rights of tenants under leases and rental agree-
ments covering Property entered into in the ordinary course of 
business of the Person owning such Property;

(l)	Liens consisting of pledges or deposits to secure 
obligations under workers' compensation laws or similar 
legislation, including Liens of judgments thereunder which 
are not currently dischargeable;

(m)	Liens consisting of pledges or deposits of Prop-
erty to secure performance in connection with operating 
leases made in the ordinary course of business to which 
Borrower or a Subsidiary of Borrower is a party as lessee, 
provided the aggregate value of all such pledges and deposits 
in connection with any such lease does not at any time exceed 
20% of the annual fixed rentals payable under such lease;

(n)	Liens consisting of deposits of Property to 
secure bids made with respect to, or performance of, contracts 
(other than contracts creating or evidencing an extension of 
credit to the depositor);

(o)	Liens consisting of any right of offset, or 
statutory bankers' lien, on bank deposit accounts maintained 
in the ordinary course of business so long as such bank 
deposit accounts are not established or maintained for the 
purpose of providing such right of offset or bankers' lien;

(p)	Liens consisting of deposits of Property to 
secure statutory obligations of Borrower or a Subsidiary of 
Borrower;

(q)	Liens consisting of deposits of Property to 
secure (or in lieu of) surety, appeal or customs bonds in 
proceedings to which Borrower or a Subsidiary of Borrower 
is a party;

(r)	Liens created by or resulting from any litigation 
or legal proceeding involving Borrower or a Subsidiary of 
Borrower in the ordinary course of its business which is 
currently being contested in good faith by appropriate 
proceedings, provided that such Lien is junior to the Lien of 
the Collateral Documents, adequate reserves have been set 
aside to the extent required by Generally Accepted 
Accounting Principles and no material Property is subject to a 
material risk of loss or forfeiture; and

(s)	other non-consensual Liens incurred in the 
ordinary course of business but not in connection with an 
extension of credit, which do not in the aggregate, when taken 
together with all other Liens, materially impair the value or 
use of the Property of Borrower and the Subsidiaries of 
Borrower, taken as a whole.

"Person" means any individual or entity, including a trustee, 
corporation, limited liability company, general partnership, limited 
partnership, joint stock company, trust, estate, unincorporated 
organization, business association, firm, joint venture, Governmental 
Agency, or other entity.

"Pledge Agreement (Nevada Gaming)" means the pledge 
agreement executed and delivered by Borrower in the form of 
Exhibit E to the Prior Loan Agreement, either as originally executed 
or as it may from time to time be supplemented, modified, amended, 
extended or supplanted.

"Pledge Agreement (General)" means the pledge agreement 
executed and delivered by Borrower and the Significant Subsidiaries 
(other than HRN), in the form of Exhibit F to the Prior Loan 
Agreement, either as originally executed or as it may from time to 
time be supplemented, modified, amended, extended or supplanted.

"Pledged Collateral (Nevada Gaming)" means the certificates 
evidencing (a) 100% of the shares of capital stock of REI and 
(b) 49% of the shares of capital stock of HRN.

"Pledged Collateral (General)" means (a) the certificates 
evidencing all of the shares of capital stock held by Borrower or any 
of the Significant Subsidiaries in all Subsidiaries of Borrower other 
than (i) the shares of capital stock comprising the Pledged Collateral 
(Nevada Gaming), (ii) 100% of the shares of capital stock of ANI, 
(iii) 51% of the shares of capital stock of HRN and  (iv) 100% of the 
shares of AMGC and (b) the Intercompany Notes. 

"Pricing Certificate" means a certificate in the form of 
Exhibit I, properly completed and signed by a Senior Officer of 
Parent.

"Pricing Period" means (a) the period commencing on the 
Closing Date and ending on August 15, 1998, (b) the period 
commencing on each August 16 and ending on the next following 
November 15, (c) the period commencing on each November 16 and 
ending on the next following February 15, (d) the period 
commencing on each February 16 and ending on the next following 
May 15 and (e) the period commencing on each August 16 and 
ending on the next following August 15.

"Pricing Ratio" means, as of the last day of each Fiscal 
Quarter, the ratio of (a) Average Quarterly Funded Debt as of that 
date to (b) Adjusted EBITDA for the fiscal period consisting of that 
Fiscal Quarter and the three immediately preceding Fiscal Quarters.

"Prior Loan Agreement" has the meaning set forth in the 
Recitals to this Agreement.

"Projections" means the financial projections contained in the 
Confidential Information Memorandum distributed by or on behalf 
of Borrower to the Lenders on or about February 6, 1998.

"Property" means any interest in any kind of property or 
asset, whether real, personal or mixed, or tangible or intangible.

"Pro Rata Share" means, with respect to each Lender, the 
percentage of the Commitment set forth opposite the name of that 
Lender on Schedule 1.1, as such percentage may be increased or 
decreased pursuant to a Commitment Assignment and Acceptance 
executed in accordance with Section 11.8.

"Quarterly Payment Date" means each June 30, 
September 30, December 31 and March 31.

"Ramada Express Deed of Trust" means the deed of trust 
executed and delivered by REI covering the Ramada Express 
Property, in the form of Exhibit H to the Prior Loan Agreement, 
either as originally executed or as it may from time to time be 
supplemented, modified, amended, extended or supplanted. 

"Ramada Express Property" means the real property and 
improvements thereon known as the "Ramada Express Hotel and 
Casino" located in Laughlin, Nevada, comprised of approximately 
27.7 acres and related easements and appurtenances.

"Real Property" means, as of any date of determination, all 
real Property then or theretofore owned, leased or occupied by 
Borrower or any of the Restricted Subsidiaries.

"Reduction Amount"  means, with respect to each Reduction 
Date, the sum of (a) $10,000,000 plus (b) if the Commitment has 
been increased subsequent to the Closing Date pursuant to Section 
2.8, the result obtained by multiplying the amount of such increase 
by .04 (4%).

"Reduction Date" means the Initial Reduction Date and each 
Quarterly Payment Date thereafter.

"Reference Rate" means the rate of interest publicly 
announced from time to time by the Domestic Reference Lender in 
San Francisco, California (or other headquarters city of the Domestic 
Reference Lender), as its "reference rate."  It is a rate set by the 
Domestic Reference Lender based upon various factors including the 
Domestic Reference Lender's costs and desired return, general 
economic conditions and other factors, and is used as a reference 
point for pricing some loans, which may be priced at, above, or 
below such announced rate.  Any change in the Reference Rate 
announced by the Domestic Reference Lender shall take effect at the 
opening of business on the day specified in the public announcement 
of such change.

"Regulation D" means Regulation D, as at any time amended, 
of the Board of Governors of the Federal Reserve System, or any 
other regulation in substance substituted therefor.

"Regulations T, U and X" means Regulations T, U and X, as 
at any time amended, of the Board of Governors of the Federal 
Reserve System, or any other regulations in substance substituted 
therefor.

"REI" means Ramada Express, Inc., a Nevada corporation.

"Request for Letter of Credit" means a written request for a 
Letter of Credit substantially in the form of Exhibit J , signed by a 
Responsible Official of Borrower, on behalf of Borrower, and 
properly completed to provide all information required to be 
included therein.

"Request for Loan" means a written request for a Loan 
substantially in the form of Exhibit K , signed by a Responsible 
Official of Borrower, on behalf of Borrower, and properly completed 
to provide all information required to be included therein.

"Requirement of Law" means, as to any Person, the articles or 
certificate of incorporation and by-laws or other organizational or 
governing documents of such Person, and any Law, or judgment, 
award, decree, writ or determination of a Governmental Agency, in 
each case applicable to or binding upon such Person or any of its 
Property or to which such Person or any of its Property is subject.

"Requisite Lenders" means (a) as of any date of determination 
if the Commitment is then in effect, Lenders having in the aggregate 
65% or more of the Commitment then in effect and (b) as of any date 
of determination if the Commitment has then been terminated and 
there is then any Indebtedness evidenced by the Notes, Lenders 
holding Notes evidencing in the aggregate 65% or more of the 
aggregate Indebtedness then evidenced by the Notes.

"Responsible Official" means (a) when used with reference to 
a Person other than an individual, any corporate officer of such 
Person, general partner of such Person, corporate officer of a 
corporate general partner of such Person, or corporate officer of a 
corporate general partner of a partnership that is a general partner of 
such Person, or any other responsible official thereof duly acting on 
behalf thereof, and (b) when used with reference to a Person who is 
an individual, such Person.  The Lenders shall be entitled to 
conclusively rely upon any document or certificate that is signed or 
executed by a Responsible Official of Borrower or any of its 
Subsidiaries as having been authorized by all necessary corporate 
partnership and/or other action on the part of Borrower or such 
Subsidiary.

"Restricted Subsidiary" means, as of any date of 
determination, all Subsidiaries of Borrower other than Unrestricted 
New Venture Entities.

"Sale and Leaseback Transaction" means any direct or 
indirect arrangement with any Person or to which any such Person is 
a party, providing for the leasing to Borrower or a Restricted 
Subsidiary of any Property, whether owned at the date of this 
Agreement or thereafter acquired, which has been or is to be sold or 
transferred by Borrower or such Restricted Subsidiary to such 
Person or to any other Person to whom funds have been or are to be 
advanced by such Person on the security of such Property if, after 
giving effect to such arrangement, Borrower or a Restricted 
Subsidiary operates the business, if any, located on such property.

"Secured Swap Agreement" means a Swap Agreement 
between Borrower and a Lender (or an Affiliate of a Lender) that is, 
by its terms, secured by any of the Collateral.

"Security Agreement" means the security agreement executed 
and delivered by Borrower and the Significant Subsidiaries (other 
than HRN), in the form of Exhibit K to the Prior Loan Agreement, 
either as originally executed or as it may from time to time be 
supplemented, modified, amended, extended or supplanted.

"Senior Funded Debt" means Funded Debt that is not a 
Subordinated Obligation.

"Senior Leverage Ratio" means, as of the last day of each 
Fiscal Quarter, the ratio of (a) Average Quarterly Adjusted Senior 
Funded Debt as of that date to (b) Adjusted EBITDA for the fiscal 
period consisting of that Fiscal Quarter and the three immediately 
preceding Fiscal Quarters.

"Senior Officer" means the (a) chief executive officer, 
(b) president, (c) executive vice president, (d) senior vice president, 
(e) chief financial officer, (f) treasurer or (g) assistant treasurer of 
Borrower.

"Significant Subsidiary" means (a) each Restricted Subsidiary 
that holds title to any portion of the Ramada Express Property, the 
Atlantic City Property, the Caruthersville Property and the 
Evansville Property, (b) each Restricted Subsidiary that holds title to 
any Property acquired after the Closing Date which is required to be 
pledged as future Collateral pursuant to Section 5.10 and (c) as of 
any date of determination, each other Restricted Subsidiary that had 
on the last day of the Fiscal Quarter then most recently ended total 
assets with a book value or fair market value of $5,000,000 or more 
(except ANI, so long as the Jaffe Transaction has not occurred).

"Special Eurodollar Circumstance" means the application or 
adoption after the Closing Date of any Law or interpretation, or any 
change therein or thereof, or any change in the interpretation or 
administration thereof by any Governmental Agency, central bank or 
comparable authority charged with the interpretation or administra-
tion thereof, or compliance by any Lender or its Eurodollar Lending 
Office with any request or directive (whether or not having the force 
of Law) of any such Governmental Agency, central bank or com-
parable authority, or the existence or occurrence of circumstances 
affecting the Designated Eurodollar Market generally that are 
beyond the reasonable control of the Lenders.

"Stockholders' Equity" means, as of any date of determination 
and with respect to any Person, the consolidated stockholders' equity 
of the Person as of that date determined in accordance with 
Generally Accepted Accounting Principles; provided that there shall 
be excluded from Stockholders' Equity any amount attributable to 
Disqualified Stock.

"Subordinated Obligations" means (a) the Existing 11% 
Subordinated Debt, (b) the Existing 13 3/4% Subordinated Debt and 
(c) any New Subordinated Debt. 

"Subsidiary" means, as of any date of determination and with 
respect to any Person, any corporation, limited liability company or 
partnership (whether or not, in either case, characterized as such or 
as a "joint venture"), whether now existing or hereafter organized or 
acquired:  (a) in the case of a corporation or limited liability 
company, of which a majority of the securities having ordinary 
voting power for the election of directors or other governing body 
(other than securities having such power only by reason of the 
happening of a contingency) are at the time beneficially owned by 
such Person and/or one or more Subsidiaries of such Person, or 
(b) in the case of a partnership, of which a majority of the part-
nership or other ownership interests are at the time beneficially 
owned by such Person and/or one or more of its Subsidiaries.

"Subsidiary Guaranty" means the continuing guaranty of the 
Obligations executed and delivered by the Significant Subsidiaries, 
in the form of Exhibit L to the Prior Loan Agreement, either as 
originally executed or as it may from time to time be supplemented, 
modified, amended, extended or supplanted.

"Supplemental Loan Agreement" means the $25,000,000 
Supplemental Loan Agreement dated as of March 13, 1997 among 
Borrower and the lenders party thereto.

"Swap Agreement" means a written agreement between 
Borrower and one or more financial institutions providing for 
"swap", "cap", "collar" or other interest rate protection with respect 
to any Indebtedness.

"Swing Line" means the revolving line of credit established 
by the Swing Line Lender in favor of Borrower pursuant to 
Section 2.10.

"Swing Line Lender" means Bank of America National Trust 
and Savings Association.

"Swing Line Documents" means the promissory note and any 
other documents executed by Borrower in favor of the Swing Line 
Lender in connection with the Swing Line.

"Swing Line Loans" means loans made by the Swing Line 
Lender to Borrower pursuant to Section 2.10.

"Swing Line Outstandings" means, as of any date of 
determination, the aggregate principal Indebtedness of Borrower on 
all Swing Line Loans then outstanding.

"TEGP" means Tropicana Enterprises, a Nevada general 
partnership, in which ANI is a 50% general partner.

"TEGP Loan Agreement" means the Second Amended and 
Restated Loan Agreement dated as of October 4, 1994 among TEGP, 
HRN, Bank of America National Trust and Savings Association, as 
agent, and the lenders party thereto, as amended pursuant to the 
TEGP Loan Agreement Amendment and otherwise as amended from 
time to time.  The interests of Bank of America National Trust and 
Savings Association, as agent, and the lenders party thereto under 
the TEGP Loan Agreement are being acquired on the Closing Date 
pursuant to the Global Assignment and Release. 

"TEGP Loan Agreement Amendment" means the Amendment 
of even date herewith to the TEGP Loan Agreement.

"TEGP Loan Outstandings" means, as of any date of 
determination, the principal amount then outstanding under the 
TEGP Loan Agreement.

"TEGP Property" means the Tropicana Resort and Casino in 
Las Vegas, Nevada, including the real Property, improvements and 
related personal Property.

"Term Lenders" means the Lenders under the Term Loan 
Agreement.

"Term Loan" means the term loan of $50,000,000 extended to 
Borrower pursuant to the Term Loan Agreement.

"Term Loan Agent" means the Administrative Agent, as such 
term is defined in the Term Loan Agreement.

"Term Loan Agreement" means that certain Term Loan 
Agreement of even date herewith among Borrower, Bank of America 
National Trust and Savings Association, as Term Loan Agent, and 
the Term Lenders party hereto.

"Title Company" means Lawyers Title Insurance Company or 
such other title insurance company as is reasonably acceptable to the 
Administrative Agent.

"Total Leverage Ratio" means, as of the last day of each 
Fiscal Quarter, the ratio of (a) Average Quarterly Adjusted Funded 
Debt as of that date to (b) Adjusted EBITDA for the fiscal period 
consisting of that Fiscal Quarter and the three immediately preceding 
Fiscal Quarters.

"to the best knowledge of" means, when modifying a 
representation, warranty or other statement of any Person, that the 
fact or situation described therein is known by the Person (or, in the 
case of a Person other than a natural Person, known by a 
Responsible Official of that Person) making the representation, 
warranty or other statement, or with the exercise of reasonable due 
diligence under the circumstances (in accordance with the standard 
of what a reasonable Person in similar circumstances would have 
done) would have been known by the Person (or, in the case of a 
Person other than a natural Person, would have been known by a 
Responsible Official of that Person).

"Trademark Collateral Assignment" means the trademark 
collateral assignment executed and delivered by Borrower and the 
Significant Subsidiaries (other than HRN) in the form of Exhibit M 
to the Prior Loan Agreement, either as originally executed or as it 
may from time to time be supplemented, modified, amended, 
extended or supplanted.
"type", when used with respect to any Loan or Advance, 
means the designation of whether such Loan or Advance is an 
Alternate Base Rate Loan or Advance, or a Eurodollar Rate Loan or 
Advance.

"Unrestricted New Venture Entity" means (a) any 
New Venture Entity in which any single Person other than Borrower 
and its Subsidiaries owns an equity interest that is equal to or larger 
than the equity interest owned by Borrower and its Subsidiaries and 
(b) any other New Venture Entity (except a Restricted Subsidiary 
that owns assets with a value in excess of $5,000,000 at the time of 
designation) designated by Borrower to be an Unrestricted 
New Venture Entity by written notice thereof to the Administrative 
Agent; provided, however, (i) Borrower may redesignate any 
Unrestricted New Venture Entity as a Restricted Subsidiary by 
written notice to the Administrative Agent, with such redesignation 
to become effective upon the execution of the Subsidiary Guaranty, 
the Security Agreement and any other instruments, documents and 
agreements reasonably requested by the Administrative Agent in 
connection therewith by the former Unrestricted New Venture Entity 
and (ii) if no Default or Event of Default exists, Borrower may, with 
the prior written consent of the Requisite Lenders and each 
Restricted Subsidiary, redesignate any Restricted Subsidiary which 
is a New Venture Entity and which has assets with a value not in 
excess of $5,000,000 as an Unrestricted New Venture Entity.

"Unsecured Environmental Indemnity (New Jersey)" means 
the unsecured environmental indemnity executed and delivered by 
ANJI and the Significant Subsidiaries which execute the Atlantic 
City Deeds of Trust substantially in the form of Exhibit O to the 
Prior Loan Agreement, either as originally executed or as it may 
from time to time be supplemented, modified, amended, extended or 
supplanted.

1.2  Use of Defined Terms.  Any defined term used in the 
plural shall refer to all members of the relevant class, and any defined term 
used in the singular shall refer to any one or more of the members of the 
relevant class.

1.3  Accounting Terms.  All accounting terms not specifically 
defined in this Agreement shall be construed in conformity with, and all 
financial data required to be submitted by this Agreement shall be prepared 
in conformity with, Generally Accepted Accounting Principles applied on a 
consistent basis, except as otherwise specifically prescribed herein.  In the 
event that Generally Accepted Accounting Principles change during the 
term of this Agreement such that the covenants contained in Sections 6.11 
through 6.14 would then be calculated in a different manner or with dif-
ferent components, (a) Borrower and the Lenders agree to amend this 
Agreement in such respects as are necessary to conform those covenants as 
criteria for evaluating Borrower's financial condition to substantially the 
same criteria as were effective prior to such change in Generally Accepted 
Accounting Principles and (b) Borrower shall be deemed to be in com-
pliance with the covenants contained in the aforesaid Sections if and to the 
extent that Borrower would have been in compliance therewith under 
Generally Accepted Accounting Principles as in effect immediately prior to 
such change, but shall have the obligation to deliver each of the materials 
described in Article 7 to the Administrative Agent and the Lenders, on the 
dates therein specified, with financial data presented in a manner which 
conforms with Generally Accepted Accounting Principles as in effect 
immediately prior to such change.

1.4  Rounding.  Any financial ratios required to be maintained 
by Borrower pursuant to this Agreement shall be calculated by dividing the 
appropriate component by the other component, carrying the result to one 
place more than the number of places by which such ratio is expressed in 
this Agreement and rounding the result up or down to the nearest number 
(with a round-up if there is no nearest number) to the number of places by 
which such ratio is expressed in this Agreement.

1.5  Exhibits and Schedules.  All Exhibits and Schedules to 
this Agreement, either as originally existing or as the same may from time 
to time be supplemented, modified or amended, are incorporated herein by 
this reference.  A matter disclosed on any Schedule shall be deemed 
disclosed on all Schedules.

1.6  References to "Borrower and its Subsidiaries".  Any 
reference herein to "Borrower and its Subsidiaries" or the like shall refer 
solely to Borrower during such times, if any, as Borrower shall have no 
Subsidiaries.

1.7  Miscellaneous Terms.  The term "or" is disjunctive; the 
term "and" is conjunctive.  The term "shall" is mandatory; the term "may" is 
permissive.  Masculine terms also apply to females; feminine terms also 
apply to males.  The term "including" is by way of example and not 
limitation.

1.8  Relationship to TEGP Loan Agreement.  This Agreement 
is being entered concurrently with the TEGP Loan Agreement Amendment, 
and each of the Lenders holds a pro rata share of the TEGP Loan 
Outstandings which is equivalent to its Pro Rata Share of the Commitment. 
 Pursuant to (a) Section 11.8(b)(iv) and 11.8(e)(vi), assignments of and 
participations in this Agreement and the TEGP Loan Agreement must be in 
the same proportion, (b) Section 2.5, any termination of the Commitment 
under this Agreement must be concurrent with a prepayment in full of the 
TEGP Loan Outstandings, (c) Section 2.11, any request for extension of the 
Maturity Date must be concurrent with a request for extension of the 
maturity date under the TEGP Loan Agreement and (d) Section 9.1(m), an 
Event of Default as defined under the TEGP Loan Agreement is an Event of 
Default under this Agreement.  This Agreement and the TEGP Loan 
Agreement are, however, separate credit facilities and the foregoing are the 
only interrelationships between them; the Collateral hereunder does not 
secure the TEGP Loan Agreement and the collateral securing the TEGP 
Loan Agreement does not secure the Obligations under this Agreement.

	Article 2
	LOANS AND LETTERS OF CREDIT


2.1  Loans-General.

(a)	Subject to the terms and conditions set forth in 
this Agreement, at any time and from time to time from the Closing 
Date through the Maturity Date, each Lender shall, pro rata 
according to that Lender's Pro Rata Share of the then applicable 
Commitment, make Advances to Borrower under the Commitment in 
such amounts as Borrower may request that do not result in the sum 
of (i) the aggregate principal amount outstanding under the Notes, 
plus (ii) the Aggregate Effective Amount of all outstanding Letters of 
Credit plus (iii) the Swing Line Outstandings exceeding the then 
applicable Commitment.  Subject to the limitations set forth herein, 
Borrower may borrow, repay and reborrow under the Commitment 
without premium or penalty.

(b)	Subject to the next sentence, each Loan shall be 
made pursuant to a Request for Loan which shall specify the 
requested (i) date of such Loan, (ii) type of Loan, (iii) amount of 
such Loan, and (iv) in the case of a Eurodollar Rate Loan, the 
Interest Period for such Loan.  Unless the Administrative Agent has 
notified, in its sole and absolute discretion, Borrower to the contrary, 
a Loan may be requested by telephone by a Responsible Official of 
Borrower, in which case Borrower shall confirm such request by 
promptly delivering a Request for Loan in person or by telecopier 
conforming to the preceding sentence to the Administrative Agent.  
Administrative Agent shall incur no liability whatsoever hereunder 
in acting upon any telephonic request for Loan purportedly made by 
a Responsible Official of Borrower, and Borrower hereby agrees to 
indemnify the Administrative Agent from any loss, cost, expense or 
liability as a result of so acting.  In the case of the initial Loan and 
Letters of Credit to be made and issued on the Closing Date, the 
related Request for Loan and Request for Letter of Credit to be 
delivered by the Borrower shall be delivered to the Administrative 
Agent no later than 12:00 noon (California time), one day before the 
Closing Date, and such Loan shall be an Alternate Base Rate Loan.

(c)	Promptly following receipt of a Request for 
Loan, the Administrative Agent shall notify each Lender by 
telephone or telecopier (and if by telephone, promptly confirmed by 
telecopier) of the date and type of the Loan, the applicable Interest 
Period, and that Lender's Pro Rata Share of the Loan.  Not later than 
11:00 a.m., California time, on the date specified for any Loan 
(which must be a Banking Day), each Lender shall make its Pro Rata 
Share of the Loan in immediately available funds available to the 
Administrative Agent at the Administrative Agent's Office.  Upon 
satisfaction or waiver of the applicable conditions set forth in 
Article 8, all Advances shall be credited on that date in immediately 
available funds to the Designated Deposit Account.

(d)	Unless the Requisite Lenders otherwise consent, 
each Loan shall be not less than $5,000,000.

(e)	The Advances made by each Lender shall be 
evidenced by that Lender's Note.

(f)	A Request for Loan shall be irrevocable upon 
the Administrative Agent's first notification thereof.

(g)	If no Request for Loan (or telephonic request 
for Loan referred to in the second sentence of Section 2.1(b), if 
applicable) has been made within the requisite notice periods set 
forth in Section 2.2 or 2.3 prior to the end of the Interest Period for 
any Eurodollar Rate Loan, then on the last day of such Interest 
Period, such Eurodollar Rate Loan shall be automatically converted 
into an Alternate Base Rate Loan in the same amount.

(h)	If a Loan is to be made on the same date that 
another Loan is due and payable, Borrower or the Lenders, as the 
case may be, shall make available to the Administrative Agent the 
net amount of funds giving effect to both such Loans and the effect 
for purposes of this Agreement shall be the same as if separate 
transfers of funds had been made with respect to each such Loan.

2.2  Alternate Base Rate Loans.  Each request by Borrower 
for an Alternate Base Rate Loan shall be made pursuant to a Request for 
Loan (or telephonic or other request for loan referred to in the second 
sentence of Section 2.1(b), if applicable) received by the Administrative 
Agent, at the Administrative Agent's Office, not later than 9:00 a.m. 
California time, on the date (which must be a Banking Day) of the 
requested Alternate Base Rate Loan.  All Loans shall constitute Alternate 
Base Rate Loans unless properly designated as a Eurodollar Rate Loan 
pursuant to Section 2.3.

2.3  Eurodollar Rate Loans.

(a)	Each request by Borrower for a Eurodollar Rate 
Loan shall be made pursuant to a Request for Loan (or telephonic or 
other request for Loan referred to in the second sentence of 
Section 2.1(b), if applicable) received by the Administrative Agent, 
at the Administrative Agent's Office, not later than 9:00 a.m., 
California time, at least three (3) Eurodollar Banking Days before 
the first day of the applicable Eurodollar Period.

(b)	On the date which is two (2) Eurodollar 
Banking Days before the first day of the applicable Eurodollar 
Period, the Administrative Agent shall confirm its determination of 
the applicable Eurodollar Rate (which determination shall be 
conclusive in the absence of manifest error) and promptly shall give 
notice of the same to Borrower and the Lenders by telephone or 
telecopier (and if by telephone, promptly confirmed by telecopier).

(c)	Unless the Administrative Agent and the 
Requisite Lenders otherwise consent, no more than ten (10) Interest 
Periods with respect to Eurodollar Rate Loans shall be in effect at 
any one time.

(d)	No Eurodollar Rate Loan may be requested 
during the continuation of a Default or Event of Default.

(e)	Nothing contained herein shall require any 
Lender to fund any Eurodollar Rate Advance in the Designated 
Eurodollar Market.

2.4  Letters of Credit.

(a)	Subject to the terms and conditions hereof, at 
any time and from time to time from the Closing Date through the 
Maturity Date, the Issuing Lender shall issue such Letters of Credit 
under the Commitment as Borrower may request by a Request for 
Letter of Credit; provided that (i) giving effect to all such Letters of 
Credit, the sum of (A) the aggregate principal amount outstanding 
under the Notes, plus (B) the Aggregate Effective Amount of all 
outstanding Letters of Credit, plus (C) the Swing Line Outstandings 
do not exceed the then applicable Commitment and (ii) the 
Aggregate Effective Amount under all outstanding Letters of Credit 
shall not exceed $40,000,000.  Each Letter of Credit shall be issued 
only in Dollars and shall be in a form reasonably acceptable to the 
Issuing Lender.  Unless all the Lenders otherwise consent in a 
writing delivered to the Administrative Agent, the term of any Letter 
of Credit shall not exceed one (1) year or extend beyond the 
Maturity Date. 

(b)	Each Request for Letter of Credit shall be 
submitted to the Issuing Lender, with a copy to the Administrative 
Agent, at least five (5) Banking Days prior to the date upon which 
the related Letter of Credit is proposed to be issued.  The 
Administrative Agent shall promptly notify the Issuing Lender 
whether such Request for Letter of Credit, and the issuance of a 
Letter of Credit pursuant thereto, conforms to the requirements of 
this Agreement.  Upon issuance of a Letter of Credit, the Issuing 
Lender shall promptly notify the Administrative Agent, and the 
Administrative Agent shall promptly notify the Lenders, of the 
amount and terms thereof.

(c)	Upon the issuance of a Letter of Credit, each 
Lender shall be deemed to have purchased a pro rata participation in 
such Letter of Credit from the Issuing Lender in an amount equal to 
that Lender's Pro Rata Share.  Without limiting the scope and nature 
of each Lender's participation in any Letter of Credit, to the extent 
that the Issuing Lender has not been reimbursed by Borrower for any 
payment required to be made by the Issuing Lender under any Letter 
of Credit, each Lender shall, pro rata according to its Pro Rata Share, 
reimburse the Issuing Lender through the Administrative Agent 
promptly upon demand for the amount of such payment.  The 
obligation of each Lender to so reimburse the Issuing Lender shall be 
absolute and unconditional and shall not be affected by the 
occurrence of an Event of Default or any other occurrence or event.  
Any such reimbursement shall not relieve or otherwise impair the 
obligation of Borrower to reimburse the Issuing Lender for the 
amount of any payment made by the Issuing Lender under any Letter 
of Credit together with interest as hereinafter provided.

(d)	Borrower agrees to pay to the Issuing Lender 
through the Administrative Agent an amount equal to any payment 
made by the Issuing Lender with respect to each Letter of Credit 
within one (1) Banking Day after demand made by the Issuing 
Lender therefor, together with interest on such amount from the date 
of any payment made by the Issuing Lender at the rate applicable to 
Alternate Base Rate Loans for three Business Days and thereafter at 
the Default Rate.  The principal amount of any such payment shall 
be used to reimburse the Issuing Lender for the payment made by it 
under the Letter of Credit and, to the extent that the Lenders have 
not reimbursed the Issuing Lender pursuant to Section 2.4(c), the 
interest amount of any such payment shall be for the account of the 
Issuing Lender.  Each Lender that has reimbursed the Issuing Lender 
pursuant to Section 2.4(c) for its Pro Rata Share of any payment 
made by the Issuing Lender under a Letter of Credit shall thereupon 
acquire a pro rata participation, to the extent of such reimbursement, 
in the claim of the Issuing Lender against Borrower for 
reimbursement of principal and interest under this Section 2.4(d) and 
shall share, in accordance with that pro rata participation, in any 
principal payment made by Borrower with respect to such claim and 
in any interest payment made by Borrower (but only with respect to 
periods subsequent to the date such Lender reimbursed the Issuing 
Lender) with respect to such claim.

(e)	Borrower may, pursuant to a Request for Loan, 
request that Advances be made pursuant to Section 2.1(a) to provide 
funds for the payment required by Section 2.4(d) and, for this 
purpose, the conditions precedent set forth in Article 8 shall not 
apply.  The proceeds of such Advances shall be paid directly to the 
Issuing Lender to reimburse it for the payment made by it under the 
Letter of Credit.

(f)	If Borrower fails to make the payment required 
by Section 2.4(d) within the time period therein set forth, in lieu of 
the reimbursement to the Issuing Lender under Section 2.4(c) the 
Issuing Lender may (but is not required to), without notice to or the 
consent of Borrower, instruct the Administrative Agent to cause 
Advances to be made by the Lenders under the Commitment in an 
aggregate amount equal to the amount paid by the Issuing Lender 
with respect to that Letter of Credit and, for this purpose, the condi-
tions precedent set forth in Article 8 shall not apply.  The proceeds 
of such Advances shall be paid directly to the Issuing Lender to 
reimburse it for the payment made by it under the Letter of Credit.

(g)	The issuance of any supplement, modification, 
amendment, renewal, or extension to or of any Letter of Credit shall 
be treated in all respects the same as the issuance of a new Letter of 
Credit, except that the Issuing Lender's issuance fees shall be 
payable as set forth in the letter agreement referred to in Section 3.5.

(h)	The obligation of Borrower to pay to the Issuing 
Lender the amount of any payment made by the Issuing Lender 
under any Letter of Credit shall be absolute, unconditional, and 
irrevocable, subject only to performance by the Issuing Lender of its 
obligations to Borrower under Uniform Commercial Code 
Section 5109.  Without limiting the foregoing, Borrower's 
obligations shall not be affected by any of the following 
circumstances:

	(i)  	any lack of validity or 
enforceability of the Letter of Credit, this Agreement, or any 
other agreement or instrument relating thereto;

	(ii)  	any amendment or waiver of or 
any consent to departure from the Letter of Credit, this Agree-
ment, or any other agreement or instrument relating thereto, 
with the consent of Borrower;

	(iii)  	the existence of any claim, setoff, 
defense, or other rights which Borrower may have at any time 
against the Issuing Lender, the Administrative Agent or any 
Lender, any beneficiary of the Letter of Credit (or any 
persons or entities for whom any such beneficiary may be 
acting) or any other Person, whether in connection with the 
Letter of Credit, this Agreement, or any other agreement or 
instrument relating thereto, or any unrelated transactions;

	(iv)  	any demand, statement, or any 
other document presented under the Letter of Credit proving 
to be forged, fraudulent, invalid, or insufficient in any respect 
or any statement therein being untrue or inaccurate in any 
respect whatsoever so long as any such document appeared to 
comply with the terms of the Letter of Credit;

	(v)  	payment by the Issuing Lender in 
good faith under the Letter of Credit against presentation of a 
draft or any accompanying document which does not strictly 
comply with the terms of the Letter of Credit;

	(vi)  	the existence, character, quality, 
quantity, condition, packing, value or delivery of any Property 
purported to be represented by documents presented in 
connection with any Letter of Credit or any difference 
between any such Property and the character, quality, 
quantity, condition, or value of such Property as described in 
such documents;

	(vii)  	the time, place, manner, order or 
contents of shipments or deliveries of Property as described in 
documents presented in connection with any Letter of Credit 
or the existence, nature and extent of any insurance relative 
thereto;

	(viii)  	the solvency or financial 
responsibility of any party issuing any documents in 
connection with a Letter of Credit;

	(ix)  	any failure or delay in notice of 
shipments or arrival of any Property;

	(x)  	any error in the transmission of 
any message relating to a Letter of Credit not caused by the 
Issuing Lender, or any delay or interruption in any such 
message;

	(xi)  	any error, neglect or default of 
any correspondent of the Issuing Lender in connection with a 
Letter of Credit;

	(xii)  	any consequence arising from acts 
of God, war, insurrection, civil unrest, disturbances, labor 
disputes, emergency conditions or other causes beyond the 
control of the Issuing Lender;

	(xiii)  	so long as the Issuing Lender in 
good faith determines that the contract or document appears 
to comply with the terms of the Letter of Credit, the form, 
accuracy, genuineness or legal effect of any contract or 
document referred to in any document submitted to the 
Issuing Lender in connection with a Letter of Credit; and

	(xiv)  	where the Issuing Lender has 
acted in good faith and observed general banking usage, any 
other circumstances whatsoever.

(i)	The Issuing Lender shall be entitled to the pro-
tection accorded to the Administrative Agent pursuant to 
Section 10.6, mutatis mutandis.

(j)	The Uniform Customs and Practice for 
Documentary Credits, as published in its most current version by the 
International Chamber of Commerce, shall be deemed a part of this 
Section and shall apply to all Letters of Credit to the extent not 
inconsistent with applicable Law.

2.5  Voluntary Reduction of Commitment.  Borrower shall 
have the right, at any time and from time to time, without penalty or charge, 
upon at least three (3) Banking Days' prior written notice by a Responsible 
Official of Borrower to the Administrative Agent, voluntarily to reduce, 
permanently and irrevocably, in aggregate principal amounts in an integral 
multiple of $1,000,000 but not less than $5,000,000, or to terminate, all or a 
portion of the then undisbursed portion of the Commitment, provided that 
any termination of the Commitment must be concurrent with the 
prepayment in full of the TEGP Loan Outstandings.  The Administrative 
Agent shall promptly notify the Lenders of any reduction or termination of 
the Commitment under this Section.  Any voluntary reduction of the 
Commitment under this Section shall be applied to reduce the Reduction 
Amount for the next following Reduction Date (to the extent of such 
reduction) and thereafter to subsequent Reduction Dates (to the extent not 
previously applied) in the order of their occurrence.

2.6  Automatic Reduction of Commitment.  Subject to the last 
sentence of Section 2.5, on each Reduction Date, the Commitment shall 
automatically be reduced by the Reduction Amount.

2.7  Optional Termination of Commitment.  Following the 
occurrence of a Change in Control, the Requisite Lenders may in their sole 
and absolute discretion elect, during the thirty (30) day period immediately 
subsequent to the later of (a) such occurrence or (b) the earlier of (i) 
receipt of Borrower's written notice to the Administrative Agent of such 
occurrence or (ii) if no such notice has been received by the Administrative 
Agent, the date upon which the Administrative Agent has actual knowledge 
thereof, to terminate the Commitment, in which case the Commitment shall be 
terminated effective on the date which is thirty (30) days subsequent to 
written notice from the Administrative Agent to Borrower thereof.

2.8	Increase of Commitment.  Borrower may, by written 
notice to the Administrative Agent and the Lenders, increase the 
Commitment up to $300,000,000; provided that (a) the Commitment has 
not theretofore been voluntarily reduced pursuant to Section 2.5, (b) the 
effective date of such increase is not later than April 30, 1999, (c) the 
obligation to fund the increase in the Commitment amount is assumed in 
writing by a Lender or Lenders then party to this Agreement or by a Person 
or Persons that is an Eligible Assignee, in each case acceptable to Borrower 
and, in the latter case, reasonably acceptable to the Administrative Agent, 
(d) each such Person concurrently purchases a pro rata share of the TEGP 
Loan Outstandings from the lenders party to the TEGP Loan Agreement 
(and each Lender, in its capacity as such a lender, hereby agrees to sell such 
a share at par value to such Person) that is equivalent to the increased 
Pro Rata Share of such Person, (e) the Eligible Assignee executes and 
delivers an agreement of joinder to this Agreement and to the TEGP Loan 
Agreement in form and substance satisfactory to Borrower, TEGP and the 
Administrative Agent, (f) the amount of such increase, when aggregated 
with any increase theretofore or concurrently made in the amount of the 
Term Loan pursuant to Section 2.6 of the Term Loan Agreement, does not 
exceed $50,000,000 and (g) no such increase shall increase the aggregate of 
the amount of the Commitment and the amount of the TEGP Loan 
Outstandings held by any other Lender absent the express written consent 
of that Lender.  Giving effect to such increase in the Commitment and 
purchase of TEGP Loan Outstandings, adjustments shall be made to the Pro 
Rata Shares of the Lenders and the pro rata shares of TEGP Loan 
Outstandings such that the Pro Rata Shares of each Lender shall be identical 
to its pro rata share of the TEGP Loan Outstandings.  The Administrative 
Agent shall promptly thereafter prepare and circulate to Borrower and the 
Lenders a revised Schedule 1.1 reflecting such increased Commitment, the 
revised Pro Rata Shares of the Lenders and the revised pro rata shares of the 
TEGP Loan Outstandings.

2.9  Administrative Agent's Right to Assume Funds Available 
for Advances.  Unless the Administrative Agent shall have been notified by 
any Lender no later than 10:00 a.m. on the Banking Day of the proposed 
funding by the Administrative Agent of any Loan that such Lender does not 
intend to make available to the Administrative Agent such Lender's portion 
of the total amount of such Loan, the Administrative Agent may assume 
that such Lender has made such amount available to the Administrative 
Agent on the date of the Loan and the Administrative Agent may, in reli-
ance upon such assumption, make available to Borrower a corresponding 
amount.  If the Administrative Agent has made funds available to Borrower 
based on such assumption and such corresponding amount is not in fact 
made available to the Administrative Agent by such Lender, the 
Administrative Agent shall be entitled to recover such corresponding 
amount on demand from such Lender.  If such Lender does not pay such 
corresponding amount forthwith upon the Administrative Agent's demand 
therefor, the Administrative Agent promptly shall notify Borrower and 
Borrower shall pay such corresponding amount to the Administrative 
Agent.  The Administrative Agent also shall be entitled to recover from 
such Lender interest on such corresponding amount in respect of each day 
from the date such corresponding amount was made available by the 
Administrative Agent to Borrower to the date such corresponding amount is 
recovered by the Administrative Agent, at a rate per annum equal to the 
daily Federal Funds Rate.  Nothing herein shall be deemed to relieve any 
Lender from its obligation to fulfill its share of the Commitment or to 
prejudice any rights which the Administrative Agent or Borrower may have 
against any Lender as a result of any default by such Lender hereunder.

2.10  Swing Line.  (a)  The Swing Line Lender shall from 
time to time from the Closing Date through the day prior to the Maturity 
Date make Swing Line Loans to Borrower in such amounts as Borrower 
may request, provided that (a) after giving effect to such Swing Line Loan, 
the Swing Line Outstandings do not exceed $10,000,000, (b) without the 
consent of all of the Lenders, no Swing Line Loan may be made during the 
continuation of an Event of Default and (c) the Swing Line Lender has not 
given at least twenty-four (24) hours prior notice to Borrower that 
availability under the Swing Line is suspended or terminated.  Borrower 
may borrow, repay and reborrow under this Section.  Unless notified to the 
contrary by the Swing Line Lender, borrowings under the Swing Line may 
be made in amounts which are integral multiples of $100,000 upon 
telephonic request by a Responsible Official of Borrower made to the 
Administrative Agent not later than 1:00 p.m., California time, on the 
Banking Day of the requested borrowing (which telephonic request shall be 
promptly confirmed in writing by telecopier).  Promptly after receipt of 
such a request for borrowing, the Administrative Agent shall provide 
telephonic verification to the Swing Line Lender that, after giving effect to 
such request, availability for Loans will exist under Section 2.1 (and such 
verification shall be promptly confirmed in writing by telecopier).  Unless 
notified to the contrary by the Swing Line Lender, each repayment of a 
Swing Line Loan shall be in an amount which is an integral multiple of 
$100,000.  If Borrower instructs the Swing Line Lender to debit its demand 
deposit account at the Swing Line Lender in the amount of any payment 
with respect to a Swing Line Loan, or the Swing Line Lender otherwise 
receives repayment, after 3:00 p.m., California time, on a Banking Day, 
such payment shall be deemed received on the next Banking Day.  The 
Swing Line Lender shall promptly notify the Administrative Agent of the 
Swing Loan Outstandings each time there is a change therein.

(b)	Swing Line Loans shall bear interest at a fluctuating 
rate per annum equal to the Alternate Base Rate plus (if applicable) an 
interest rate equal to the excess of the Applicable Alternate Base Rate 
Margin over the Applicable Commitment Fee Rate or minus (if applicable) 
an interest rate equal to the excess of the Applicable Commitment Fee Rate 
over the Applicable Alternate Base Rate Margin.  Interest shall be payable 
on such dates, not more frequent than monthly, as may be specified by the 
Swing Line Lender and in any event on the Maturity Date.  The Swing Line 
Lender shall be responsible for invoicing Borrower for such interest.  The 
interest payable on Swing Line Loans is solely for the account of the Swing 
Line Lender (subject to clause (d) below).

(c)	The Swing Line Loans shall be payable on demand 
made by the Swing Line Lender and in any event on the Maturity Date.

(d)	Upon the making of a Swing Line Loan, each Lender 
shall be deemed to have purchased from the Swing Line Lender a partici-
pation therein in an amount equal to that Lender's Pro Rata Share of the 
Commitment times the amount of the Swing Line Loan.  Upon demand 
made by the Swing Line Lender, each Lender shall, according to its Pro 
Rata Share of the Commitment, promptly provide to the Swing Line Lender 
its purchase price therefor in an amount equal to its participation therein.  
The obligation of each Lender to so provide its purchase price to the Swing 
Line Lender shall be absolute and unconditional (except only demand made 
by the Swing Line Lender) and shall not be affected by the occurrence of a 
Default or Event of Default; provided that no Lender shall be obligated to 
purchase its Pro Rata Share of (i) Swing Line Loans to the extent that 
Swing Line Outstandings are in excess of $10,000,000 and (ii) any Swing 
Line Loan made (absent the consent of all of the Lenders) during the 
continuation of an Event of Default.  Each Lender that has provided to the 
Swing Line Lender the purchase price due for its participation in Swing 
Line Loans shall thereupon acquire a pro rata participation, to the extent of 
such payment, in the claim of the Swing Line Lender against Borrower for 
principal and interest and shall share, in accordance with that pro rata 
participation, in any principal payment made by Borrower with respect to 
such claim and in any interest payment made by Borrower (but only with 
respect to periods subsequent to the date such Lender paid the Swing Line 
Lender its purchase price) with respect to such claim.

(e)	In the event that the Swing Line Outstandings are in 
excess of $5,000,000 on three (3) consecutive Banking Days, then on the 
next Banking Day (unless Borrower has made other arrangements 
acceptable to the Swing Line Lender to reduce the Swing Line Outstandings 
below $5,000,000), Borrower shall request a Loan pursuant to Section 2.1 
sufficient to reduce the Swing Line Outstandings below $5,000,000.  In 
addition, upon any demand for payment of the Swing Line Outstandings by 
the Swing Line Lender (unless Borrower has made other arrangements 
acceptable to the Swing Line Lender to reduce the Swing Line Outstandings 
to $0), Borrower shall request a Loan pursuant to Section 2.1 sufficient to 
repay all Swing Line Outstandings (and, for this purpose, Section 2.1(d) 
shall not apply).   In each case, the Administrative Agent shall 
automatically provide the responsive Advances made by each Lender to the 
Swing Line Lender (which the Swing Line Lender shall then apply to the 
Swing Line Outstandings).  In the event that Borrower fails to request a 
Loan within the time specified by Section 2.2 on any such date, the 
Administrative Agent may, but is not required to, without notice to or the 
consent of Borrower, cause Advances to be made by the Lenders under the 
Commitment in amounts which are sufficient to reduce the Swing Line 
Outstandings as required above.  The conditions precedent set forth in 
Article 8 shall not apply to Advances to be made by the Lenders pursuant to 
the three preceding sentences.  The proceeds of such Advances shall be 
paid directly to the Swing Line Lender for application to the Swing Line 
Outstandings.

2.11  Extension of Initial Reduction Date and Maturity Date.  
During the period commencing on April 1, 1999 and ending on May 31, 
1999, Borrower may by written request delivered to the Administrative 
Agent (with sufficient copies thereof for the Lenders) request that the Initial 
Reduction Date and the Maturity Date each be extended for one (1) year.  
Such request shall be accompanied either by a written statement of a Senior 
Officer of Borrower confirming the reasonableness of the budget and 
projections most recently provided to the Lenders pursuant to 
Section 7.1.(e) or by a revised budget and projection as required by such 
Section.  A request for extension under this Section 2.11 will not be 
considered by the Lenders unless there is a concurrent request by TEGP for 
a similar extension of the maturity date under the TEGP Loan Agreement.

The Administrative Agent shall promptly forward the request 
for extension, and any accompanying materials, to the Lenders.  Each 
Lender, in its sole and absolute discretion, shall determine whether to grant 
the request for extension.  Borrower at its option may offer to pay an 
extension fee to each Lender which consents to such extension, but if such 
a fee is offered, it shall be a fee offered ratably to each consenting Lender 
in accordance with that Lender's Pro Rata Share.  The Lenders agree to use 
their best efforts to respond to the request for extension within thirty (30) 
Banking Days after receipt of the request for extension; failure to respond 
shall in no event be deemed to be a consent to the extension.

If all of the Lenders notify the Administrative Agent in 
writing that they consent to the requested extension, the Initial Reduction 
Date and the Maturity Date shall (subject to payment of any agreed-upon 
extension fee) automatically be extended for one (1) year.  The 
Administrative Agent shall notify Borrower and the Lenders in writing of 
such an extension.

If Lenders holding at least 75% of the Commitment consent to 
the request for extension, but one or more Lenders (each a "Non-
Consenting Lender") notify the Administrative Agent that it will not 
consent to the request for extension (or fail to notify the Administrative 
Agent in writing of its consent to the extension), Borrower may cause such 
Non-Consenting Lender to be removed as a Lender under this Agreement 
pursuant to Section 11.24.  If such removal is accomplished by assignment 
to an Eligible Assignee and such Eligible Assignee notifies the 
Administrative Agent in writing that it consents to the request for extension, 
then the request or extension shall be granted with the effect as set forth 
above.  If such removal is accomplished by a voluntary reduction of the 
Commitment, then the Administrative Agent shall notify all of the Lenders 
in writing thereof and each Lender shall have the right to notify the 
Administrative Agent within ten (10) Banking Days after receipt of such 
notice that such Lender elects to be treated as a Non-Consenting Lender, in 
which case it shall be so treated as aforesaid.

If a request for extension is made during the April 1, 1999 
through May 31, 1999 period as aforesaid and the requested extension is 
granted by the Lenders, Borrower shall have the right to request a further 
one (1) year extension of the Initial Reduction Date and Maturity Date 
during the period from April 1, 2000 through May 31, 2000.  All of the 
procedures and conditions applicable to the earlier request for extension 
shall apply to any such request for extension.

2.12  Collateral and Guaranty.  The Obligations shall be 
secured by the Collateral pursuant to the Collateral Documents and be 
guaranteed by the Significant Subsidiaries pursuant to the Subsidiary 
Guaranty.

2.13  Senior Indebtedness.  The Obligations shall be "Senior 
Indebtedness" with respect to all Subordinated Obligations.

	Article 3
	PAYMENTS AND FEES


3.1  Principal and Interest.

(a)	Interest shall be payable on the outstanding 
daily unpaid principal amount of each Advance from the date thereof 
until payment in full is made and shall accrue and be payable at the 
rates set forth or provided for herein before and after Default, before 
and after maturity, before and after judgment, and before and after 
the commencement of any proceeding under any Debtor Relief Law, 
with interest on overdue interest at the Default Rate to the fullest 
extent permitted by applicable Laws.

(b)	Interest accrued on each Alternate Base Rate 
Loan on each Quarterly Payment Date, shall be due and payable on 
that day.  Except as otherwise provided in Section 3.9, the unpaid 
principal amount of any Alternate Base Rate Loan shall bear interest 
at a fluctuating rate per annum equal to the Alternate Base Rate plus 
the Applicable Alternate Base Rate Margin.  Each change in the 
interest rate under this Section 3.1(b) due to a change in the 
Alternate Base Rate shall take effect simultaneously with the 
corresponding change in the Alternate Base Rate.

(c)	Interest accrued on each Eurodollar Rate Loan 
which is for a term of three months or less shall be due and payable 
on the last day of the related Eurodollar Period.  Interest accrued on 
each other Eurodollar Rate Loan shall be due and payable on the 
date which is three months after the date such Eurodollar Rate Loan 
was made (and, in the event that all of the Lenders have approved a 
Eurodollar Period of longer than six months, every three months 
thereafter through the last day of the Eurodollar Period) and on the 
last day of the related Eurodollar Period.  Except as otherwise 
provided in Section 3.9, the unpaid principal amount of any 
Eurodollar Rate Loan shall bear interest at a rate per annum equal to 
the Eurodollar Rate for that Eurodollar Rate Loan plus the 
Applicable Eurodollar Rate Margin.

(d)	If not sooner paid, the principal Indebtedness 
evidenced by the Notes shall be payable as follows:

(i)  the amount, if any, by which the sum of (A) the 
principal outstanding Indebtedness evidenced by the Notes, 
plus (B) the Aggregate Effective Amount of all outstanding 
Letters of Credit, plus (C) the Swing Line Outstandings at any 
time exceeds the then applicable Commitment, shall be pay-
able immediately; and

(ii)  the principal Indebtedness evidenced by the Notes 
shall in any event be payable on the Maturity Date.

(e)	The Notes may, at any time and from time to 
time, voluntarily be paid or prepaid in whole or in part without 
premium or penalty, except that with respect to any voluntary 
prepayment under this Section (i) any partial prepayment of a 
Eurodollar Rate Loan shall be not less than $5,000,000 and any 
partial prepayment of an Alternate Base Rate Loan shall not be less 
than $1,000,000, (ii) the Administrative Agent shall have received 
written notice of any prepayment by 9:00 a.m. California time on the 
date of prepayment (which must be a Banking Day) in the case of an 
Alternate Base Rate Loan, and, in the case of a Eurodollar Rate 
Loan, three (3) Banking Days before the date of prepayment, which 
notice shall identify the date and amount of the prepayment and the 
Loan(s) being prepaid, (iii) each prepayment of principal on any 
Eurodollar Rate Loan shall be accompanied by payment of interest 
accrued to the date of payment on the amount of principal paid and 
(iv) any payment or prepayment of all or any part of any Eurodollar 
Rate Loan on a day other than the last day of the applicable Interest 
Period shall be subject to Section 3.8(e).

3.2  Arrangement Fee.  On the Closing Date, Borrower shall 
pay to the Arranger an arrangement fee in the amount heretofore agreed 
upon by letter agreement dated February 10, 1998 between Borrower and 
the Arranger.  Such arrangement fee is for the services of the Arranger in 
arranging the credit facilities under this Agreement and is fully earned when 
paid.  The arrangement fee paid to the Arranger is solely for its own 
account and is nonrefundable.

3.3  Upfront Fees.  On the Closing Date, Borrower shall 
further pay to the Administrative Agent, for the respective accounts of the 
Lenders (other than the Administrative Agent) pro rata according to their 
Pro Rata Share of the Commitment, an upfront fee in an amount set forth in 
a letter from the Arranger to each Lender and acknowledged by that Lender 
and by Borrower as the applicable upfront fee for such Lender.  Such 
upfront fees are for the credit facilities committed by each Lender under 
this Agreement and are fully earned when paid.  The upfront fees paid to 
each Lender are solely for its own account and are nonrefundable.

3.4  Commitment Fees.  From the Closing Date, Borrower 
shall pay to the Administrative Agent, for the ratable accounts of the 
Lenders pro rata according to their Pro Rata Share of the Commitment, a 
commitment fee equal to the Applicable Commitment Fee Rate per annum 
times the average daily amount by which the Commitment exceeds the sum 
of (a) the aggregate principal Indebtedness evidenced by the Notes (but not 
the Swing Line Outstandings) plus (b) the Aggregate Effective Amount of 
all outstanding Letters of Credit.  The commitment fee shall be payable 
quarterly in arrears on each Quarterly Payment Date and on the Maturity 
Date.

3.5  Letter of Credit Fees.  Concurrently with the issuance of 
each Letter of Credit, Borrower shall pay a letter of credit issuance fee to 
the Issuing Lender, for the sole account of the Issuing Lender, in an amount 
set forth in a letter agreement between Borrower and the Issuing Lender.  
The letter of credit issuance fee is nonrefundable.  On each Quarterly 
Payment Date and on the Maturity Date, Borrower shall also pay to the 
Administrative Agent in arrears, for the ratable account of the Lenders in 
accordance with their Pro Rata Share of the Commitment, standby letter of 
credit fees in an amount equal to the Applicable Letter of Credit Fee times 
the average daily Aggregate Effective Amount since the later of the Closing 
Date or the previous Quarterly Payment Date.

3.6  Agency Fees.  Borrower shall pay to the Administrative 
Agent an agency fee in such amounts and at such times as heretofore agreed 
upon by letter agreement dated February 10, 1998 between Borrower and 
the Administrative Agent.  The agency fee is for the services to be 
performed by the Administrative Agent in acting as Administrative Agent 
and is fully earned on the date paid.  The agency fee paid to the 
Administrative Agent is solely for its own account and is nonrefundable.

3.7  Increased Commitment Costs.  If any Lender shall 
determine in good faith that the introduction after the Closing Date of any 
applicable law, rule, regulation or guideline regarding capital adequacy, or 
any change therein or any change in the interpretation or administration 
thereof by any central bank or other Governmental Agency charged with 
the interpretation or administration thereof, or compliance by such Lender 
(or its Eurodollar Lending Office) or any corporation controlling the 
Lender, with any request, guideline or directive regarding capital adequacy 
(whether or not having the force of Law) of any such central bank or other 
authority, affects or would affect the amount of capital required or expected 
to be maintained by such Lender or any corporation controlling such Lender 
and (taking into consideration such Lender's or such corporation's policies 
with respect to capital adequacy and such Lender's desired return on 
capital) determines in good faith that the amount of such capital is 
increased, or the rate of return on capital is reduced, as a consequence of its 
obligations under this Agreement, then, within ten (10) Banking Days after 
demand of such Lender, Borrower shall pay to such Lender, from time to 
time as specified in good faith by such Lender, additional amounts 
sufficient to compensate such Lender in light of such circumstances, to the 
extent reasonably allocable to such obligations under this Agreement, 
provided that Borrower shall not be obligated to pay any such amount 
which arose prior to the date which is ninety (90) days preceding the date of 
such demand or is attributable to periods prior to the date which is 
ninety (90) days preceding the date of such demand.  Any request for 
compensation by a Lender under this Section shall set forth the basis upon 
which it has been determined that such an amount is due from Borrower, a 
calculation of the amount due, and a certification that the corresponding 
costs or diminished rate of return on capital have been incurred or sustained 
by the Lender.  If Borrower becomes obligated to pay any amount under 
this Section to any Lender, that Lender will be subject to removal in 
accordance with Section 11.24; provided that Borrower shall have paid 
such amount to that Lender and that Borrower, within the thirty (30) day 
period following the date of such payment, shall have notified that Lender 
in writing of its intent to so remove the Lender.  Each Lender's determina-
tion of such amounts shall be conclusive in the absence of manifest error.

3.8  Eurodollar Costs and Related Matters.

(a)	In the event that any Governmental Agency 
imposes on any Lender any reserve or comparable requirement 
(including any emergency, supplemental or other reserve) with 
respect to the Eurodollar Obligations of that Lender, Borrower shall 
pay that Lender within five (5) Banking Days after demand all 
amounts necessary to compensate such Lender (determined as 
though such Lender's Eurodollar Lending Office had funded 100% 
of its Eurodollar Rate Advance in the Designated Eurodollar Market) 
in respect of the imposition of such reserve requirements.  The 
Lender's determination of such amount shall be conclusive in the 
absence of manifest error.

(b)	If, after the date hereof, the existence or 
occurrence of any Special Eurodollar Circumstance:

(1)	shall subject any Lender or its Eurodollar 
Lending Office to any tax, duty or other charge or cost with 
respect to any Eurodollar Rate Advance, any of its Notes 
evidencing Eurodollar Rate Loans or its obligation to make 
Eurodollar Rate Advances, or shall change the basis of 
taxation of payments to any Lender attributable to the 
principal of or interest on any Eurodollar Rate Advance or 
any other amounts due under this Agreement in respect of any 
Eurodollar Rate Advance, any of its Notes evidencing 
Eurodollar Rate Loans or its obligation to make Eurodollar 
Rate Advances, excluding (i) taxes imposed on or measured 
in whole or in part by its overall net income, gross income or 
gross receipts and franchise taxes imposed on it, by (A) any 
jurisdiction (or political subdivision thereof) in which it is 
organized or maintains its principal office or Eurodollar 
Lending Office or (B) any jurisdiction (or political 
subdivision thereof) in which it is "doing business," (ii) any 
withholding taxes or other taxes based on gross income 
imposed by the United States of America (other than 
withholding taxes and taxes based on gross income resulting 
from or attributable to any change in any law, rule or 
regulation or any change in the interpretation or 
administration of any law, rule or regulation by any 
Governmental Agency) and (iii) any withholding taxes or 
other taxes based on gross income imposed by the United 
States of America for any period with respect to which it has 
failed to provide Borrower with the appropriate form or forms 
required by Section 11.21, to the extent such forms are then 
required by applicable Laws;

(2)	shall impose, modify or deem applicable any 
reserve not applicable or deemed applicable on the date 
hereof (including any reserve imposed by the Board of 
Governors of the Federal Reserve System, special deposit, 
capital or similar requirements against assets of, deposits with 
or for the account of, or credit extended by, any Lender or its 
Eurodollar Lending Office); or

(3)	shall impose on any Lender or its Eurodollar 
Lending Office or the Designated Eurodollar Market any 
other condition affecting any Eurodollar Rate Advance, any 
of its Notes evidencing Eurodollar Rate Loans, its obligation 
to make Eurodollar Rate Advances or this Agreement, or shall 
otherwise affect any of the same;

and the result of any of the foregoing, as determined in good faith by 
such Lender, increases the cost to such Lender or its Eurodollar 
Lending Office of making or maintaining any Eurodollar Rate 
Advance or in respect of any Eurodollar Rate Advance, any of its 
Notes evidencing Eurodollar Rate Loans or its obligation to make 
Eurodollar Rate Advances or reduces the amount of any sum 
received or receivable by such Lender or its Eurodollar Lending 
Office with respect to any Eurodollar Rate Advance, any of its Notes 
evidencing Eurodollar Rate Loans or its obligation to make 
Eurodollar Rate Advances (assuming such Lender's Eurodollar 
Lending Office had funded 100% of its Eurodollar Rate Advance in 
the Designated Eurodollar Market), then, within five (5) Banking 
Days after demand by such Lender (with a copy to the 
Administrative Agent), Borrower shall pay to such Lender such addi-
tional amount or amounts as will compensate such Lender for such 
increased cost or reduction (determined as though such Lender's 
Eurodollar Lending Office had funded 100% of its Eurodollar Rate 
Advance in the Designated Eurodollar Market).  A statement of any 
Lender claiming compensation under this subsection and setting 
forth in reasonable detail the additional amount or amounts to be 
paid to it hereunder shall be conclusive in the absence of manifest 
error.

(c)	If, after the date hereof, the existence or 
occurrence of any Special Eurodollar Circumstance shall, in the 
good faith opinion of any Lender, make it unlawful or impossible for 
such Lender or its Eurodollar Lending Office to make, maintain or 
fund its portion of any Eurodollar Rate Loan, or materially restrict 
the authority of such Lender to purchase or sell, or to take deposits 
of, Dollars in the Designated Eurodollar Market, or to determine or 
charge interest rates based upon the Eurodollar Rate, and such 
Lender shall so notify the Administrative Agent, then such Lender's 
obligation to make Eurodollar Rate Advances shall be suspended for 
the duration of such illegality or impossibility and the Administrative 
Agent forthwith shall give notice thereof to the other Lenders and 
Borrower.  Upon receipt of such notice, the outstanding principal 
amount of such Lender's Eurodollar Rate Advances, together with 
accrued interest thereon, automatically shall be converted to 
Alternate Base Rate Advances on either (1) the last day of the 
Eurodollar Period(s) applicable to such Eurodollar Rate Advances if 
such Lender may lawfully continue to maintain and fund such 
Eurodollar Rate Advances to such day(s) or (2) immediately if such 
Lender may not lawfully continue to fund and maintain such 
Eurodollar Rate Advances to such day(s), provided that in such event 
the conversion shall not be subject to payment of a prepayment fee 
under Section 3.8(e).  Each Lender agrees to endeavor promptly to 
notify Borrower of any event of which it has actual knowledge, 
occurring after the Closing Date, which will cause that Lender to 
notify the Administrative Agent under this Section, and agrees to 
designate a different Eurodollar Lending Office if such designation 
will avoid the need for such notice and will not, in the good faith 
judgment of such Lender, otherwise be materially disadvantageous to 
such Lender.  In the event that any Lender is unable, for the reasons 
set forth above, to make, maintain or fund its portion of any Euro-
dollar Rate Loan, such Lender shall fund such amount as an 
Alternate Base Rate Advance for the same period of time, and such 
amount shall be treated in all respects as an Alternate Base Rate 
Advance.  Any Lender whose obligation to make Eurodollar Rate 
Advances has been suspended under this Section shall promptly 
notify the Administrative Agent and Borrower of the cessation of the 
Special Eurodollar Circumstance which gave rise to such suspension.

(d)	If, with respect to any proposed Eurodollar Rate 
Loan:

(1)	the Administrative Agent reasonably determines 
that, by reason of circumstances affecting the Designated 
Eurodollar Market generally that are beyond the reasonable 
control of the Lenders, deposits in Dollars (in the applicable 
amounts) are not being offered to any Lender in the Desig-
nated Eurodollar Market for the applicable Eurodollar Period; 
or

(2)	the Requisite Lenders advise the Administrative 
Agent that the Eurodollar Rate as determined by the 
Administrative Agent (i) does not represent the effective 
pricing to such Lenders for deposits in Dollars in the 
Designated Eurodollar Market in the relevant amount for the 
applicable Eurodollar Period, or (ii) will not adequately and 
fairly reflect the cost to such Lenders of making the 
applicable Eurodollar Rate Advances;

then the Administrative Agent forthwith shall give notice thereof to 
Borrower and the Lenders, whereupon until the Administrative 
Agent notifies Borrower that the circumstances giving rise to such 
suspension no longer exist, the obligation of the Lenders to make 
any future Eurodollar Rate Advances shall be suspended unless (but 
only if clause (2) above is the basis for such suspension) Borrower 
notifies the Agent in writing that it elects to pay the Enhanced 
Applicable Eurodollar Rate Margin with respect to all Eurodollar 
Rate Loans made during such period.  The Enhanced Applicable 
Eurodollar Rate Margin shall be the sum of (i) the Applicable 
Eurodollar Rate Margin plus (ii) such interest rate margin as the 
Requisite Lenders specify is necessary to adjust the Eurodollar Rate 
to a rate which represents the effective pricing to such Lenders for 
deposits of Dollars in the Designated Eurodollar Market in the 
relevant amount for the applicable Eurodollar Period and which 
adequately and fairly reflects the cost to such Lenders of making the 
applicable Eurodollar Rate Advances.

(e)	Upon payment or prepayment of any Eurodollar 
Rate Advance (other than as the result of a conversion required 
under Section 3.8(c), on a day other than the last day in the 
applicable Eurodollar Period (whether voluntarily, involuntarily, by 
reason of acceleration, or otherwise), or upon the failure of Borrower 
(for a reason other than the failure of a Lender to make an Advance) 
to borrow on the date or in the amount specified for a Eurodollar 
Rate Loan in any Request for Loan, Borrower shall pay to the 
appropriate Lender within ten (10) Banking Days after demand a 
prepayment fee or failure to borrow fee, as the case may be 
(determined as though 100% of the Eurodollar Rate Advance had 
been funded in the Designated Eurodollar Market) equal to the sum 
of:

(1)	the principal amount of the Eurodollar Rate 
Advance prepaid or not borrowed, as the case may be, times 
[the number of days from and including the date of 
prepayment or failure to borrow, as applicable, to but 
excluding the last day in the applicable Eurodollar Period], 
divided by 360, times the applicable Interest Differential 
(provided that the product of the foregoing formula must be a 
positive number); plus

(2)	all out-of-pocket expenses incurred by the 
Lender reasonably attributable to such payment, prepayment 
or failure to borrow.

Each Lender's determination of the amount of any prepayment fee 
payable under this Section shall be conclusive in the absence of 
manifest error.

(f)	Each Lender agrees to endeavor promptly to 
notify Borrower of any event of which it has actual knowledge, 
occurring after the Closing Date, which will entitle such Lender to 
compensation pursuant to clause (a) or clause (b) of this Section 3.8, 
and agrees to designate a different Eurodollar Lending Office if such 
designation will avoid the need for or reduce the amount of such 
compensation and will not, in the good faith judgment of such 
Lender, otherwise be materially disadvantageous to such Lender.  
Any request for compensation by a Lender under this Section 3.8 
shall set forth the basis upon which it has been determined that such 
an amount is due from Borrower, a calculation of the amount due, 
and a certification that the corresponding costs have been incurred 
by the Lender. 

(g)	If any Lender claims compensation or is 
excused from making or continuing Eurodollar Rate Loans under this 
Section:

	(i)  	Borrower may at any time, upon 
at least four (4) Eurodollar Banking Days' prior notice to the 
Administrative Agent and such Lender and upon payment in 
full of the amounts provided for in this Section through the 
date of such payment plus any prepayment fee required by 
Section 3.8(e), pay in full the affected Eurodollar Rate 
Advances of such Lender or request that such Eurodollar Rate 
Advances be converted to Alternate Base Rate Advances; and

	(ii)  	In the case where Borrower 
becomes obligated to pay any amount under this Section 3.8 
to any Lender, or a Lender is excused from making or 
continuing Eurodollar Rate Loans, that Lender will be subject 
to removal in accordance with Section 11.24; provided that 
Borrower shall have paid such amount to that Lender and that 
Borrower, within the thirty (30) day period following the date 
of such payment, shall have notified that Lender in writing of 
its intent to so remove the Lender.

3.9  Late Payments.  If any installment of principal or interest 
or any fee or cost or other amount payable under any Loan Document to the 
Administrative Agent or any Lender is not paid when due, it shall thereafter 
bear interest at a fluctuating interest rate per annum at all times equal 
to the sum of the Alternate Base Rate plus the Applicable Alternate Base 
Rate Margin plus 2%, to the fullest extent permitted by applicable Laws.  
Accrued and unpaid interest on past due amounts (including, without limi-
tation, interest on past due interest) shall be compounded monthly, on the 
last day of each calendar month, to the fullest extent permitted by 
applicable Laws.

3.10  Computation of Interest and Fees.  Computation of 
interest on Alternate Base Rate Loans shall be calculated on the basis of a 
year of 365 or 366 days, as the case may be, and the actual number of days 
elapsed; computation of interest on Eurodollar Rate Loans and all fees 
under this Agreement shall be calculated on the basis of a year of 360 days 
and the actual number of days elapsed.  Borrower acknowledges that such 
latter calculation method will result in a higher yield to the Lenders than a 
method based on a year of 365 or 366 days.  Interest shall accrue on each 
Loan for the day on which the Loan is made; interest shall not accrue on a 
Loan, or any portion thereof, for the day on which the Loan or such portion 
is paid.  Any Loan that is repaid on the same day on which it is made shall 
bear interest for one day.  Notwithstanding anything in this Agreement to 
the contrary, interest in excess of the maximum amount permitted by 
applicable Laws shall not accrue or be payable hereunder or under the 
Notes, and any amount paid as interest hereunder or under the Notes which 
would otherwise be in excess of such maximum permitted amount shall 
instead be treated as a payment of principal.

3.11  Non-Banking Days.  If any payment to be made by 
Borrower or any other Party under any Loan Document shall come due on a 
day other than a Banking Day, payment shall instead be considered due on 
the next succeeding Banking Day and the extension of time shall be 
reflected in computing interest and fees.

3.12  Manner and Treatment of Payments.

(a)	Each payment hereunder (except payments 
pursuant to Sections 2.9, 3.7, 3.8, 11.3, 11.11 and 11.22) or on the 
Notes or under any other Loan Document shall be made to the 
Administrative Agent, at the Administrative Agent's Office, for the 
account of each of the Lenders or the Administrative Agent, as the 
case may be, in immediately available funds not later than 
11:00 a.m. (other than payments with respect to Swing Line Loans, 
which must be received by 3:00 p.m.), California time, on the day of 
payment (which must be a Banking Day).  All payments received 
after such time, on any Banking Day, shall be deemed received on 
the next succeeding Banking Day.  The amount of all payments 
received by the Administrative Agent for the account of each Lender 
shall be immediately paid by the Administrative Agent to the 
applicable Lender in immediately available funds and, if such 
payment was received by the Administrative Agent by 11:00 a.m., 
California time, on a Banking Day and not so made available to the 
account of a Lender on that Banking Day, the Administrative Agent 
shall reimburse that Lender for the cost to such Lender of funding 
the amount of such payment at the Federal Funds Rate.  All 
payments shall be made in lawful money of the United States of 
America.

(b)	Each payment or prepayment on account of any 
Loan shall be applied pro rata according to the outstanding Advances 
made by each Lender comprising such Loan.

(c)	Each Lender shall use its best efforts to keep a 
record of Advances made by it and payments received by it with 
respect to each of its Notes and, subject to Section 10.6(g), such 
record shall, as against Borrower, be presumptive evidence of the 
amounts owing.  Notwithstanding the foregoing sentence, no Lender 
shall be liable to any Party for any failure to keep such a record.

(d)	Each payment of any amount payable by 
Borrower or any other Party under this Agreement or any other Loan 
Document shall be made free and clear of, and without reduction by 
reason of, any taxes, assessments or other charges imposed by any 
Governmental Agency, central bank or comparable authority, 
excluding (i) taxes imposed on or measured in whole or in part by its 
overall net income, gross income or gross receipts and franchise 
taxes imposed on it, by (A) any jurisdiction (or political subdivision 
thereof) in which it is organized or maintains its principal office or 
Eurodollar Lending Office or (B) any jurisdiction (or political 
subdivision thereof) in which it is "doing business," (ii) any 
withholding taxes or other taxes based on gross income imposed by 
the United States of America (other than withholding taxes and taxes 
based on gross income resulting from or attributable to any change in 
any law, rule or regulation or any change in the interpretation or 
administration of any law, rule or regulation by any Governmental 
Agency) and (iii) any withholding taxes or other taxes based on 
gross income imposed by the United States of America for any 
period with respect to which it has failed to provide Borrower with 
the appropriate form or forms required by Section 11.21, to the 
extent such forms are then required by applicable Laws (all such 
non-excluded taxes, assessments or other charges being hereinafter 
referred to as "Taxes").  To the extent that Borrower is obligated by 
applicable Laws to make any deduction or withholding on account of 
Taxes from any amount payable to any Lender under this 
Agreement, Borrower shall (i) make such deduction or withholding 
and pay the same to the relevant Governmental Agency and (ii) pay 
such additional amount to that Lender as is necessary to result in that 
Lender's receiving a net after-Tax amount equal to the amount to 
which that Lender would have been entitled under this Agreement 
absent such deduction or withholding.  If and when receipt of such 
payment results in an excess payment or credit to that Lender on 
account of such Taxes, that Lender shall promptly refund such 
excess to Borrower.  If Borrower becomes obligated to pay any 
amount under this Section to any Lender, that Lender will be subject 
to removal in accordance with Section 11.24; provided that 
Borrower shall have paid such amount to that Lender and that 
Borrower, within the thirty (30) day period following the date of 
such payment, shall have notified that Lender in writing of its intent 
to so remove the Lender.

3.13  Funding Sources.  Nothing in this Agreement shall be 
deemed to obligate any Lender to obtain the funds for any Loan or Advance 
in any particular place or manner or to constitute a representation by any 
Lender that it has obtained or will obtain the funds for any Loan or 
Advance in any particular place or manner.

3.14  Failure to Charge Not Subsequent Waiver.  Any deci-
sion by the Administrative Agent or any Lender not to require payment of 
any interest (including interest arising under Section 3.9), fee, cost or other 
amount payable under any Loan Document, or to calculate any amount 
payable by a particular method, on any occasion shall in no way limit or be 
deemed a waiver of the Administrative Agent's or such Lender's right to 
require full payment of any interest (including interest arising under Sec-
tion 3.9), fee, cost or other amount payable under any Loan Document, or 
to calculate an amount payable by another method that is not inconsistent 
with this Agreement, on any other or subsequent occasion.

3.15  Administrative Agent's Right to Assume Payments Will 
be Made by Borrower.  Unless the Administrative Agent shall have been 
notified by Borrower prior to the date on which any payment to be made by 
Borrower hereunder is due that Borrower does not intend to remit such 
payment, the Administrative Agent may, in its discretion, assume that 
Borrower has remitted such payment when so due and the Administrative 
Agent may, in its discretion and in reliance upon such assumption, make 
available to each Lender on such payment date an amount equal to such 
Lender's share of such assumed payment.  If Borrower has not in fact 
remitted such payment to the Administrative Agent, each Lender shall 
forthwith on demand repay to the Administrative Agent the amount of such 
assumed payment made available to such Lender, together with interest 
thereon in respect of each day from and including the date such amount was 
made available by the Administrative Agent to such Lender to the date such 
amount is repaid to the Administrative Agent at the Federal Funds Rate.

3.16  Fee Determination Detail.  The Administrative Agent, 
and any Lender, shall provide reasonable detail to Borrower regarding the 
manner in which the amount of any payment to the Administrative Agent 
and the Lenders, or that Lender, under Article 3 has been determined, 
concurrently with demand for such payment.

3.17  Survivability.  All of Borrower's obligations under 
Sections 3.7 and 3.8 shall survive for ninety (90) days following the date on 
which the Commitment is terminated, all Loans hereunder are fully paid 
and all Letters of Credit have expired.

	Article 4
	REPRESENTATIONS AND WARRANTIES


Borrower represents and warrants to the Lenders, as of the 
date hereof and as of the Closing Date, that:

4.1  Existence and Qualification; Power; Compliance With 
Laws.  Borrower is a corporation duly formed, validly existing and in good 
standing under the Laws of Delaware and is duly qualified or registered to 
transact business and is in good standing in each other jurisdiction in which 
the conduct of its business or the ownership or leasing of its Properties 
makes such qualification or registration necessary, except where the failure 
so to qualify or register and to be in good standing would not constitute a 
Material Adverse Effect.  Borrower has all requisite corporate power and 
authority to conduct its business, to own and lease its Properties and to 
execute and deliver each Loan Document to which it is a Party and to 
perform its Obligations.  All outstanding shares of capital stock of 
Borrower are duly authorized, validly issued, fully paid and non-assessable, 
and no holder thereof has any enforceable right of rescission under any 
applicable state or federal securities Laws.  Borrower is in compliance with 
all Laws and other legal requirements applicable to its business, has 
obtained all authorizations, consents, approvals, orders, licenses and 
permits from, and has accomplished all filings, registrations and 
qualifications with, or obtained exemptions from any of the foregoing from, 
any Governmental Agency that are necessary for the transaction of its 
business, except where the failure so to comply, file, register, qualify or 
obtain exemptions does not constitute a Material Adverse Effect.

4.2  Authority; Compliance With Other Agreements and 
Instruments and Government Regulations.  The execution, delivery and 
performance by Borrower and each Significant Subsidiary of the Loan 
Documents to which it is a Party have been duly authorized by all necessary 
corporate action, and do not and will not:

(a)	Require any consent or approval not heretofore 
obtained of any partner, director, stockholder, security holder or 
creditor of such Party;

(b)	Violate or conflict with any provision of such 
Party's charter, articles of incorporation or bylaws, as applicable;

(c)	Result in or require the creation or imposition of 
any Lien upon or with respect to any Property now owned or leased 
or hereafter acquired by such Party;

(d)	Violate any Requirement of Law applicable to 
such Party, subject to obtaining the authorizations from, or filings 
with, the Governmental Agencies described in Schedule 4.3; or

(e)	Result in a breach of or constitute a default 
under, or cause or permit the acceleration of any obligation owed 
under, any indenture or loan or credit agreement or any other 
Contractual Obligation to which such Party is a party or by which 
such Party or any of its Property is bound or affected;

and neither Borrower nor any Significant Subsidiary is in violation of, or 
default under, any Requirement of Law or Contractual Obligation, or any 
indenture, loan or credit agreement described in Section 4.2(e), in any 
respect that constitutes a Material Adverse Effect.

4.3  No Governmental Approvals Required.  Except as set 
forth in Schedule 4.3 or previously obtained or made, no authorization, 
consent, approval, order, license or permit from, or filing, registration or 
qualification with, any Governmental Agency is or will be required to 
authorize or permit under applicable Laws the execution, delivery and 
performance by Borrower and the Significant Subsidiaries of the Loan 
Documents to which it is a Party.  All authorizations from, or filings with, 
any Governmental Agency described in Schedule 4.3 will be accomplished 
as of the Closing Date or such other date as is specified in Schedule 4.3.

4.4  Subsidiaries.

(a)	Schedule 4.4 hereto correctly sets forth the 
names, form of legal entity, number of shares of capital stock issued 
and outstanding, number of shares owned by Borrower or a 
Subsidiary of Borrower (specifying such owner) and jurisdictions of 
organization of all Subsidiaries of Borrower and specifies which 
thereof, as of the Closing Date, are Restricted Subsidiaries, 
Significant Subsidiaries and Unrestricted New Venture Entities.  
Except as described in Schedule 4.4 or Schedule 6.17, Borrower 
does not own any capital stock, equity interest or debt security which 
is convertible, or exchangeable, for capital stock or equity interests 
in any Person.  Unless otherwise indicated in Schedule 4.4, all of the 
outstanding shares of capital stock, or all of the units of equity 
interest, as the case may be, of each Restricted Subsidiary are owned 
of record and beneficially by Borrower, there are no outstanding 
options, warrants or other rights to purchase capital stock of any 
such Subsidiary, and all such shares or equity interests so owned are 
duly authorized, validly issued, fully paid and non-assessable, and 
were issued in compliance with all applicable state and federal 
securities and other Laws, and are free and clear of all Liens, except 
for Permitted Encumbrances.

(b)	Each Significant Subsidiary is a corporation 
duly formed, validly existing and in good standing under the Laws of 
its jurisdiction of organization, is duly qualified to do business as a 
foreign organization and is in good standing as such in each 
jurisdiction in which the conduct of its business or the ownership or 
leasing of its Properties makes such qualification necessary (except 
where the failure to be so duly qualified and in good standing does 
not constitute a Material Adverse Effect), and has all requisite power 
and authority to conduct its business and to own and lease its 
Properties.

(c)	Each Restricted Subsidiary is in compliance 
with all Laws and other requirements applicable to its business and 
has obtained all authorizations, consents, approvals, orders, licenses, 
and permits from, and each such Subsidiary has accomplished all 
filings, registrations, and qualifications with, or obtained exemptions 
from any of the foregoing from, any Governmental Agency that are 
necessary for the transaction of its business, except where the failure 
to be in such compliance, obtain such authorizations, consents, 
approvals, orders, licenses, and permits, accomplish such filings, 
registrations, and qualifications, or obtain such exemptions, does not 
constitute a Material Adverse Effect.

4.5  Financial Statements.  Borrower has furnished to the 
Lenders the audited consolidated financial statements of Borrower and its 
Subsidiaries for the Fiscal Year ended January 1, 1998.  Such financial 
statements fairly present in all material respects the financial condition, 
results of operations and changes in financial position of Borrower and its 
Subsidiaries as of such date and for such period in conformity with 
Generally Accepted Accounting Principles, consistently applied.

4.6  No Other Liabilities; No Material Adverse Changes.  
Borrower and the Restricted Subsidiaries do not have any material liability 
or material contingent liability required under Generally Accepted 
Accounting Principles to be reflected or disclosed and not reflected or 
disclosed in the balance sheet included in the financial statements described 
in Section 4.5, other than liabilities and contingent liabilities arising in 
the ordinary course of business since the date of such financial statements.  
As of the Closing Date, no circumstance or event has occurred that constitutes 
a Material Adverse Effect since January 1, 1998.  As of any date 
subsequent to the Closing Date, no circumstance or event has occurred that 
constitutes a Material Adverse Effect since the Closing Date.

4.7  Title to Property.  Borrower and the Restricted 
Subsidiaries have valid title to the Property (other than assets which are the 
subject of a Capital Lease Obligation) reflected in the balance sheet 
described in Section 4.5(c), other than items of Property or exceptions to 
title which are in each case immaterial to Borrower and the Restricted 
Subsidiaries, taken as a whole, and Property subsequently sold or disposed 
of in the ordinary course of business, free and clear of all Liens, other than 
Liens described in Schedule 4.7 or permitted by Section 6.8.

4.8  Intangible Assets.  Borrower and the Restricted 
Subsidiaries own, or possess the right to use to the extent necessary in their 
respective businesses, all material trademarks, trade names, copyrights, 
patents, patent rights, computer software, licenses and other Intangible 
Assets that are used in the conduct of their businesses as now operated, and 
no such Intangible Asset, to the best knowledge of Borrower, conflicts with 
the valid trademark, trade name, copyright, patent, patent right or Intangible 
Asset of any other Person to the extent that such conflict constitutes a 
Material Adverse Effect.  Schedule 4.8 sets forth all trademarks, trade 
names and trade styles used by Borrower or any of its Subsidiaries at any 
time within the five (5) year period ending on the Closing Date.

4.9  Public Utility Holding Company Act.  Neither Borrower 
nor any Restricted Subsidiary is a "holding company", or a "subsidiary 
company" of a "holding company", or an "affiliate" of a "holding company" 
or of a "subsidiary company" of a "holding company", within the meaning 
of the Public Utility Holding Company Act of 1935, as amended.

4.10  Litigation.  Except for (a) any matter fully covered as to 
subject matter and amount (subject to applicable deductibles and retentions) 
by insurance for which the insurance carrier has not asserted lack of subject 
matter coverage or reserved its right to do so, (b) any matter, or series of 
related matters, involving a claim against Borrower or any of the Restricted 
Subsidiaries of less than $1,000,000, (c) matters of an administrative nature 
not involving a claim or charge against Borrower or any of the Restricted 
Subsidiaries and (d) matters set forth in Schedule 4.10, there are as of the 
Closing Date no actions, suits, proceedings or investigations pending as to 
which Borrower or any of the Restricted Subsidiaries have been served or 
have received notice or, to the best knowledge of Borrower, threatened 
against or affecting Borrower or any of the Restricted Subsidiaries or any 
Property of any of them before any Governmental Agency.

4.11  Binding Obligations.  Each of the Loan Documents to 
which Borrower or the Significant Subsidiaries is a Party will, when 
executed and delivered by such Party, constitute the legal, valid and binding 
obligation of such Party, enforceable against such Party in accordance with 
its terms, except as enforcement may be limited by Debtor Relief Laws, 
Gaming Laws or equitable principles relating to the granting of specific 
performance and other equitable remedies as a matter of judicial discretion.

4.12  No Default.  No event has occurred and is continuing 
that is a Default or Event of Default.

4.13  ERISA.

(a)	With respect to each Pension Plan:

	(i)  	such Pension Plan complies in all 
material respects with ERISA and any other applicable Laws 
to the extent that noncompliance could reasonably be 
expected to have a Material Adverse Effect;

	(ii)  	 such Pension Plan has not 
incurred any "accumulated funding deficiency" (as defined in 
Section 302 of ERISA) that could reasonably be expected to 
have a Material Adverse Effect;

	(iii)  	no "reportable event" (as defined 
in Section 4043 of ERISA) has occurred that could reasonably 
be expected to have a Material Adverse Effect; and

	(iv)  	Neither Borrower nor any of its 
Subsidiaries has engaged in any non-exempt "prohibited 
transaction" (as defined in Section 4975 of the Code) that 
could reasonably be expected to have a Material Adverse 
Effect.

(b)	Neither Borrower nor any of the Restricted 
Subsidiaries has incurred or expects to incur any withdrawal liability 
to any Multiemployer Plan that could reasonably be expected to have 
a Material Adverse Effect.

4.14  Regulations T, U and X; Investment Company Act.  No 
part of the proceeds of any Loan hereunder will be used to purchase or 
carry, or to extend credit to others for the purpose of purchasing or 
carrying, any Margin Stock in violation of Regulations T, U and X.  Neither 
Borrower nor any of the Restricted Subsidiaries is or is required to be 
registered as an "investment company" under the Investment Company Act 
of 1940.

4.15  Disclosure.  No written statement made by a Senior 
Officer to the Administrative Agent or any Lender in connection with this 
Agreement, or in connection with any Loan, as of the date thereof contained 
any untrue statement of a material fact or omitted a material fact necessary 
to make the statement made not misleading in light of all the circumstances 
existing at the date the statement was made.

4.16  Tax Liability.  Borrower and the Restricted Subsidiaries 
have filed all tax returns which are required to be filed, and have paid, or 
made provision for the payment of, all taxes with respect to the periods, 
Property or transactions covered by said returns, or pursuant to any 
assessment received by Borrower or any of the Restricted Subsidiaries, 
except (a) such taxes, if any, as are being contested in good faith by 
appropriate proceedings and as to which adequate reserves (to the extent 
required by Generally Accepted Accounting Principles) have been estab-
lished and maintained and (b) immaterial taxes so long as no material 
Property of Borrower or any of the Restricted Subsidiaries is in jeopardy of 
being seized, levied upon or forfeited.

4.17  Projections.  As of the Closing Date, to the best knowl-
edge of Borrower, the assumptions set forth in the Projections are 
reasonable and consistent with each other and with all facts known to 
Borrower, and the Projections are reasonably based on such assumptions.  
Nothing in this Section 4.17 shall be construed as a representation or cove-
nant that the Projections in fact will be achieved.

4.18  Hazardous Materials.  Except as described in 
Schedule 4.18, (a) neither Borrower nor any of the Restricted Subsidiaries 
at any time has disposed of, discharged, released or threatened the release 
of any Hazardous Materials on, from or under the Real Property in violation 
of any Hazardous Materials Law that would individually or in the aggregate 
constitute a Material Adverse Effect, (b) to the best knowledge of 
Borrower, no condition exists that violates any Hazardous Material Law 
affecting any Real Property except for such violations that would not 
individually or in the aggregate have a Material Adverse Effect, (c) no Real 
Property or any portion thereof is or has been utilized by Borrower or any 
of the Restricted Subsidiaries as a site for the manufacture of any 
Hazardous Materials and (d) to the extent that any Hazardous Materials are 
used, generated or stored by Borrower or any of the Restricted Subsidiaries 
on any Real Property, or transported to or from such Real Property by 
Borrower or any of the Restricted Subsidiaries, such use, generation, 
storage and transportation are in compliance in all material respects with all 
Hazardous Materials Laws.

4.19  Developed Properties.  As of the Closing Date, the 
facilities described on Schedule 4.19 comprise all of the Developed 
Property owned by Borrower and the Restricted Subsidiaries.

4.20  Gaming Laws.  Borrower and the Restricted 
Subsidiaries are in compliance with all applicable Gaming Laws in all 
respects which are material to the operations, businesses and prospects of 
Borrower and the Restricted Subsidiaries, taken as a whole.

4.21  Security Interests.  The Security Agreement creates a 
valid first priority security interest in the Collateral described therein 
securing the Obligations (subject only to Permitted Encumbrances, 
purchase money liens permitted under Section 6.8(h) and matters disclosed 
in Schedule 4.7 and to such qualifications and exceptions as are contained 
in the Uniform Commercial Code with respect to the priority of security 
interests perfected by means other than the filing of a financing statement or 
with respect to the creation of security interests in Property to which 
Division 9 of the Uniform Commercial Code does not apply) and all action 
necessary to perfect the security interests so created, other than filing of 
the UCC-1 financing statements delivered to the Collateral Agent pursuant to 
Section 8.1 with the appropriate Governmental Agency have been taken and 
completed.  The Trademark Collateral Assignment creates a valid first 
priority collateral assignment of the Collateral described therein securing 
the Obligations and all action necessary to perfect the collateral assignment 
so created, other than the filing thereof with the United States Patent and 
Trademark Office, will have been taken and completed.  The Pledge 
Agreement (Nevada Gaming) creates a valid first priority security interest 
in the Pledged Collateral (Nevada Gaming) and upon delivery of the 
Pledged Collateral (Nevada Gaming) to the Collateral Agent (or its 
designee) in the State of Nevada all action necessary to perfect the security 
interest so created has been taken and completed.  The Pledge Agreement 
(General) creates a valid first priority security interest in the Pledged 
Collateral (General) and upon delivery of the Pledged Collateral (General) 
to the Collateral Agent (or its designee) all action necessary to perfect the 
security interest so created has been taken and completed.  Each Deed of 
Trust creates a valid Lien in the Collateral described therein securing the 
Obligations, other than those arising under Sections 4.18, 5.12 and 11.22, 
(subject only to Permitted Encumbrances and matters described in 
Schedule 4.7), and all action necessary to perfect the Lien so created, other 
than recordation or filing thereof with the appropriate Governmental 
Agencies, have been taken and completed.

	Article 5
	AFFIRMATIVE COVENANTS
	(OTHER THAN INFORMATION AND
	REPORTING REQUIREMENTS)


So long as any Advance remains unpaid or any portion of the 
Commitment remains in force, Borrower shall, and shall cause each of the 
Restricted Subsidiaries to, unless the Administrative Agent (with the written 
approval of the Requisite Lenders) otherwise consents:

5.1  Payment of Taxes and Other Potential Liens.  Pay and 
discharge promptly all taxes, assessments and governmental charges or 
levies imposed upon any of them, upon their respective Property or any part 
thereof and upon their respective income or profits or any part thereof, 
except that Borrower and the Restricted Subsidiaries shall not be required 
to pay or cause to be paid (a) any tax, assessment, charge or levy that is not 
yet past due, or is being contested in good faith by appropriate proceedings 
so long as the relevant entity has established and maintains adequate 
reserves (to the extent required by Generally Accepted Accounting 
Principles) for the payment of the same or (b) any immaterial tax so long as 
no material Property of Borrower or any of the Restricted Subsidiaries is in 
jeopardy of being seized, levied upon or forfeited.

5.2  Preservation of Existence.  Preserve and maintain their 
respective existences in the jurisdiction of their formation and all material 
authorizations, rights, franchises, privileges, consents, approvals, orders, 
licenses, permits, or registrations from any Governmental Agency that are 
necessary for the transaction of their respective business except (a) where 
the failure to so preserve and maintain the existence of any Restricted 
Subsidiary and such authorizations, rights, franchises, privileges, consents, 
approvals, orders, licenses, permits, or registrations would not constitute a 
Material Adverse Effect and (b) that a merger permitted by Section 6.3 shall 
not constitute a violation of this covenant; and qualify and remain qualified 
to transact business in each jurisdiction in which such qualification is 
necessary in view of their respective business or the ownership or leasing of 
their respective Properties except where the failure to so qualify or remain 
qualified would not constitute a Material Adverse Effect.

5.3  Maintenance of Properties.  Maintain, preserve and 
protect all of their respective Properties in good order and condition, 
subject to wear and tear in the ordinary course of business, and not permit 
any waste of their respective Properties, except that the failure to maintain, 
preserve and protect a particular item of Property that is not of significant 
value, either intrinsically or to the operations of Borrower and the 
Restricted Subsidiaries, taken as a whole, shall not constitute a violation of 
this covenant.

5.4  Maintenance of Insurance.  Maintain liability, casualty 
and other insurance (subject to customary deductibles and retentions) with 
responsible insurance companies in such amounts and against such risks as 
is carried by responsible companies engaged in similar businesses and 
owning similar assets in the general areas in which Borrower and the 
Restricted Subsidiaries operate and, in any event, such insurance as may be 
required under the Deeds of Trust.

5.5  Compliance With Laws.  Comply, within the time period, 
if any, given for such compliance by the relevant Governmental Agency or 
Agencies with enforcement authority, with all Requirements of Law 
noncompliance with which constitutes a Material Adverse Effect, except 
that Borrower and the Restricted Subsidiaries need not comply with a 
Requirement of Law then being contested by any of them in good faith by 
appropriate proceedings.

5.6  Inspection Rights.  Upon reasonable notice, at any time 
during regular business hours and as often as reasonably requested (but not 
so as to materially interfere with the business of Borrower or any of its 
Subsidiaries) permit the Administrative Agent or any Lender, or any 
authorized employee, agent or representative thereof, to examine, audit and 
make copies and abstracts from the records and books of account of, and to 
visit and inspect the Properties of, Borrower and its Subsidiaries and to dis-
cuss the affairs, finances and accounts of Borrower and its Subsidiaries 
with any of their officers, key employees or accountants and, upon request, 
furnish promptly to the Administrative Agent or any Lender true copies of 
all financial information made available to the board of directors or audit 
committee of the board of directors of Borrower.

5.7  Keeping of Records and Books of Account.  Keep ade-
quate records and books of account reflecting all financial transactions in 
conformity with Generally Accepted Accounting Principles, consistently 
applied, and in material conformity with all applicable requirements of any 
Governmental Agency having regulatory jurisdiction over Borrower or any 
of the Restricted Subsidiaries.

5.8  Compliance With Agreements.  Promptly and fully com-
ply with all Contractual Obligations under all material agreements, 
indentures, leases and/or instruments to which any one or more of them is a 
party, whether such material agreements, indentures, leases or instruments 
are with a Lender or another Person, except for any such Contractual 
Obligations (a) the performance of which would cause a Default or (b) then 
being contested by any of them in good faith by appropriate proceedings or 
if the failure to comply with such agreements, indentures, leases or 
instruments does not constitute a Material Adverse Effect.

5.9  Use of Proceeds.  Use the proceeds of Loans for working 
capital, permitted Capital Expenditures, permitted Acquisition Expenditures 
and other general corporate purposes of Borrower and the Restricted 
Subsidiaries.

5.10  Future Collateral.  Upon the acquisition by Borrower or 
any Significant Subsidiary of (a) any capital stock of a new Subsidiary, 
deliver the certificates evidencing such capital stock in pledge to the 
Collateral Agent pursuant to the Pledge Agreement (Nevada Gaming) or 
Pledge Agreement (General), as the case may be, (b) upon consummation 
of the Jaffe Transaction, deliver certificates evidencing 100% of the shares 
of capital stock of ANI and the remaining 51% of the shares of capital stock 
of HRN to the Collateral Agent in pledge pursuant to the Pledge Agreement 
(Nevada Gaming), subject to prior approvals required under applicable 
Gaming Laws, and the Pledge Agreement (General), as applicable and 
(c) any fee simple interest in real Property or any vessel, vehicle or other 
Property which is not subject to the Lien of the Collateral Documents, 
execute and deliver to the Collateral Agent such Collateral Documents as 
are appropriate therefor as requested by the Collateral Agent to create a 
Lien thereon securing the Obligations and the Obligations under the Term 
Loan Agreement subject in priority only to Permitted Encumbrances, 
purchase money liens, if any, permitted under Section 6.8(h) and Liens 
existing thereon prior to such acquisition (and not done in contemplation 
thereof); provided, however, that such Collateral Documents shall not be 
required if Borrower delivers to the Administrative Agent promptly 
following any such acquisition an Officers' Certificate stating that the 
aggregate fair market value of such Property plus the aggregate fair market 
value of all other Property (except (a) any gaming license issued under any 
Gaming Law, (b) the assets and capital stock of ANI, (c) the assets and 51% 
of the capital stock of HRN and (d) the gaming equipment and capital stock 
of AMGC) owned by Borrower and the Restricted Subsidiaries that is not 
subject to the Lien of the Collateral Documents is less than $20,000,000.

5.11  New Significant Subsidiaries.  Cause each of its 
Restricted Subsidiaries which hereafter becomes a Significant Subsidiary to 
execute and deliver to the Administrative Agent an instrument of joinder of 
the Subsidiary Guaranty, Security Agreement and the Trademark Collateral 
Assignment.

5.12  Hazardous Materials Laws.  Keep and maintain all Real 
Property and each portion thereof in compliance in all material respects 
with all applicable Hazardous Materials Laws and promptly notify the 
Administrative Agent in writing (attaching a copy of any pertinent written 
material) of (a) any and all material enforcement, cleanup, removal or other 
governmental or regulatory actions instituted, completed or threatened in 
writing by a Governmental Agency pursuant to any applicable Hazardous 
Materials Laws, (b) any and all material claims made or threatened in 
writing by any Person against Borrower relating to damage, contribution, 
cost recovery, compensation, loss or injury resulting from any Hazardous 
Materials and (c) discovery by any Senior Officer of Borrower of any 
material occurrence or condition on any real Property adjoining or in the 
vicinity of such Real Property that could reasonably be expected to cause 
such Real Property or any part thereof to be subject to any restrictions on 
the ownership, occupancy, transferability or use of such Real Property 
under any applicable Hazardous Materials Laws.

5.13 Intercompany Notes.  Execute a promissory note (in a 
form reasonably acceptable to the Administrative Agent) evidencing any 
Indebtedness of Borrower or a Restricted Subsidiary to any Restricted 
Subsidiary which is in an amount of $5,000,000 or more, and cause each 
payee of such promissory note to deliver the same to the Collateral Agent, 
with an endorsement in blank, as Pledged Collateral (General).


	Article 6
	NEGATIVE COVENANTS


So long as any Advance remains unpaid or any portion of the 
Commitment remains in force, Borrower shall not, and shall not permit any 
of the Restricted Subsidiaries to, unless the Administrative Agent (with the 
written approval of the Requisite Lenders) otherwise consents:

6.1  Payment of Subordinated Obligations.  Pay any 
(a) scheduled interest on any Subordinated Obligation unless the payment 
thereof is then permitted pursuant to the terms of the indenture or other 
agreement governing such Subordinated Obligation or (b) principal 
(including sinking fund payments) or any other amount (other than 
scheduled interest payments) with respect to any Subordinated Obligation, 
or purchase or redeem (or offer to purchase or redeem) any Subordinated 
Obligation, or deposit any monies, securities or other Property with any 
trustee or other Person to provide assurance that the principal or any portion 
thereof of any Subordinated Obligation will be paid when due or otherwise 
to provide for the defeasance of any Subordinated Obligation except:

(i) to the extent that the source of such payment 
consists of proceeds from the issuance by Borrower of 
(A) Common Stock or other equity securities (except 
Disqualified Stock) of Borrower or (B) New 
Subordinated Debt; and

(ii) for payments that do not exceed either 
(A) $75,000,000 or (B) when aggregated with all other 
Basket Expenditures made since the Closing Date, 
$300,000,000; provided that no Default or Event of 
Default then exists or results therefrom;

provided, however, that this Section shall not apply to prohibit any payment 
consisting of the repurchase or redemption of Subordinated Obligations to 
the extent necessary to prevent a License Revocation if (i) no Default or 
Event of Default then exists which will not be cured by such payment, 
(ii) the purchase or redemption price paid is not in excess of the amount 
specified in Section 907 of the Existing 13 3/4% Subordinated Debt 
Indenture and (iii) Borrower has notified the Administrative Agent in 
writing of the necessity to invoke this proviso at least ten (10) Banking 
Days (or such shorter period as may be necessary in order to comply with a 
regulation or order of the relevant Gaming Board) in advance.

6.2  Disposition of Property.  Make any Disposition of its 
Property, whether now owned or hereafter acquired, if, giving effect 
thereto, the aggregate book value or fair market value (whichever is greater) 
of all Dispositions made since the Closing Date would exceed $60,000,000.

6.3  Mergers.  Merge or consolidate with or into any Person, 
except:

(a)	mergers and consolidations of a Subsidiary of 
Borrower into Borrower or a Restricted Subsidiary (with any of 
Borrower or the Restricted Subsidiary as the surviving entity) or of 
Borrower or Restricted Subsidiaries of Borrower with each other, 
provided that Borrower and each of such Subsidiaries have executed 
such amendments to the Loan Documents as the Administrative 
Agent may reasonably determine are appropriate as a result of such 
merger; and 

(b)	a merger or consolidation of Borrower or any 
Restricted Subsidiary with any other Person, provided that (i) either 
(A) Borrower or the Restricted Subsidiary is the surviving entity, or 
(B) the surviving entity is a corporation organized under the Laws of 
a State of the United States of America or the District of Columbia 
and, as of the date of such merger or consolidation, expressly 
assumes, by an appropriate instrument, the Obligations of Borrower 
or the Restricted Subsidiary, as the case may be, (ii) giving effect 
thereto on a pro-forma basis, no Default or Event of Default exists or 
would result therefrom, and (iii) as a result thereof, no Change in 
Control has occurred.

6.4  Hostile Acquisitions.  Directly or indirectly use the 
proceeds of any Loan in connection with the acquisition of part or all of a 
voting interest of five percent (5%) or more in any corporation or other 
business entity if such acquisition is opposed by the board of directors or 
management of such corporation or business entity.

6.5  Distributions.  Make any Distribution, whether from 
capital, income or otherwise, and whether in Cash or other Property, except 
(a) Distributions by Borrower or any Restricted Subsidiary to Borrower or 
any Restricted Subsidiary, (b) scheduled and required Distributions with 
respect to the Series B ESOP Convertible Preferred Stock of Borrower if no 
Default or Event of Default exists or would result therefrom, and (c) divi-
dends payable solely in Common Stock or rights to purchase Common 
Stock; provided, however, that this Section shall not apply to prohibit a 
Distribution consisting of the repurchase or redemption of capital stock of 
Borrower to the extent necessary to prevent a License Revocation if (i) no 
Default or Event of Default then exists which will not be cured by such 
Distribution, (ii) the purchase or redemption price paid is not in excess of 
the amount specified in article 12 of Borrower's articles of incorporation 
and (iii) Borrower has notified the Administrative Agent in writing of the 
necessity to invoke this proviso at least ten (10) Banking Days (or such 
shorter period as may be necessary in order to comply with a regulation or 
order of the relevant Gaming Board) in advance.

6.6  ERISA.  (a) At any time, permit any Pension Plan to:  
(i) engage in any non-exempt "prohibited transaction" (as defined in 
Section 4975 of the Code); (ii) fail to comply with ERISA or any other 
applicable Laws; (iii) incur any material "accumulated funding deficiency" 
(as defined in Section 302 of ERISA); or (iv) terminate in any manner, 
which, with respect to each event listed above, could reasonably be 
expected to result in a Material Adverse Effect, or (b) withdraw, completely 
or partially, from any Multiemployer Plan if to do so could reasonably be 
expected to result in a Material Adverse Effect.

6.7  Change in Nature of Business.  Make any material 
change in the nature of the business of Borrower and the Restricted Sub-
sidiaries, taken as a whole; provided that the acquisition of an ownership 
interest in one or more New Ventures shall not be construed to violate this 
covenant.

6.8  Liens and Negative Pledges.  Create, incur, assume or 
suffer to exist any Lien or Negative Pledge of any nature upon or with 
respect to any of their respective Properties, or engage in any Sale and 
Leaseback Transaction with respect to any of their respective Properties, 
whether now owned or hereafter acquired, except:

(a)	Permitted Encumbrances;

(b)	Liens and Negative Pledges under the Loan 
Documents;

(c)	Liens and Negative Pledges existing on the 
Closing Date and disclosed in Schedule 4.7 and any 
renewals/extensions or amendments thereof; provided that the 
obligations secured or benefited thereby are not increased;

(d)	any Lien or Negative Pledge on shares of any 
equity security or any warrant or option to purchase an equity 
security or any security which is convertible into an equity security 
issued by any of Borrower or any Restricted Subsidiary that holds, 
directly or indirectly through a holding company or otherwise, a 
license under any Gaming Law of the State of Nevada; provided that 
this clause (d) shall apply only so long as the Gaming Laws of the 
State of Nevada provide that the creation of any restriction on the 
disposition of any of such securities shall not be effective and, if 
such Gaming Laws at any time cease to so provide, then this 
clause (d) shall be of no further effect; and provided further that if at 
any time Borrower creates or suffers to exist a Lien or Negative 
Pledge covering such securities in favor of the holder of any other 
Indebtedness, it will (subject to any approval required under the 
Gaming Laws of the State of Nevada) concurrently grant a 
pari-passu Lien or Negative Pledge likewise covering such securities 
in favor of the Administrative Agent for the benefit of the Lenders;

(e)	Liens on Property acquired by Borrower or any 
of the Restricted Subsidiaries that were in existence at the time of 
the acquisition of such Property and were not created in 
contemplation of such acquisition;

(f)	Liens securing Indebtedness permitted by 
Section 6.9(e) on and limited to the capital assets (and accessions 
thereto and proceeds thereof) acquired, constructed or financed with 
the proceeds of such Indebtedness or with the proceeds of any 
Indebtedness directly or indirectly refinanced by such Indebtedness; 
and

(g)	any Lien or Negative Pledge created by an 
agreement or instrument entered into by Borrower or a Restricted 
Subsidiary in the ordinary course of its business which consists of a 
restriction on the assignability, transfer or hypothecation of such 
agreement or instrument;

provided, that this Section shall not apply to prohibit the creation of a 
Negative Pledge requested by a Gaming Board in favor of the Gaming 
Board or a Person designated by the Gaming Board to the extent necessary 
to prevent a License Revocation if (i) no Default or Event of Default then 
exists which will not be cured by creation of the Negative Pledge and 
(ii) Borrower has notified the Administrative Agent in writing of the 
necessity to invoke this proviso at least ten (10) Banking Days (or such 
shorter period as may be necessary in order to comply with a regulation or 
order of the relevant Gaming Board) in advance.

6.9  Indebtedness and Guaranty Obligations.  Create, incur or 
assume any Indebtedness or Guaranty Obligation except: 

(a)	Indebtedness and Guaranty Obligations existing 
on the Closing Date and disclosed in Schedule 6.9, and refinancings, 
renewals, extensions or amendments that do not increase the amount 
thereof;

(b)	Indebtedness and Guaranty Obligations under 
the Loan Documents;

(c)	Indebtedness and Guaranty Obligations owed to 
Borrower or any Restricted Subsidiary;

(d)	Indebtedness under the TEGP Loan Agreement 
and Guaranty Obligations in support thereof;

(e)	Indebtedness consisting of Capital Lease 
Obligations, or otherwise incurred to finance the purchase or 
construction of capital assets (which shall be deemed to exist if the 
Indebtedness is incurred at or within 90 days before or after the 
purchase or construction of the capital asset), or to refinance any 
such Indebtedness, provided that the aggregate principal amount of 
such Indebtedness outstanding at any time does not exceed 
$20,000,000;

(f)	Indebtedness consisting of one or more Swap 
Agreements; provided, that the aggregate notional amount of 
Indebtedness covered by all Secured Swap Agreements shall not 
exceed $180,000,000;

(g)	New Subordinated Debt;

(h)	Guaranty Obligations in support of the 
obligations of a Restricted Subsidiary; and

(i)	Guaranty Obligations (including Completion 
Guaranties) in support of the obligations of Persons other than a 
Restricted Subsidiary provided that the obligations under such 
Guaranty Obligations are subordinated in right of payment to the 
Obligations pursuant to subordination provisions acceptable to the 
Administrative Agent.

6.10  Transactions with Affiliates.  Enter into any transaction 
of any kind with any Affiliate of Borrower other than (a) salary, bonus, 
employee stock option and other compensation arrangements with directors 
or officers in the ordinary course of business, (b) transactions that are fully 
disclosed to the board of directors of Borrower and expressly authorized by 
a resolution of the board of directors of Borrower which is approved by a 
majority of the directors not having an interest in the transaction, 
(c) transactions between or among Borrower and the Restricted 
Subsidiaries, and (d) transactions on overall terms at least as favorable to 
Borrower or the Restricted Subsidiaries as would be the case in an 
arm's-length transaction between unrelated parties of equal bargaining 
power.

6.11  Senior Leverage Ratio.  Permit the Senior Leverage 
Ratio, as of the last day of any Fiscal Quarter ending after the Closing Date, 
to be greater than the ratio set forth below opposite the period during which 
such Fiscal Quarter ends:

Period  	          			Ratio

Closing Date through
  March 31, 1999			3.50 to 1.00

June 30, 1999 and
  thereafter				3.00 to 1.00

6.12  Total Leverage Ratio.  Permit the Total Leverage Ratio, 
as of the last day of any Fiscal Quarter ending after the Closing Date, to be 
greater than the ratio set forth below opposite the period during which such 
Fiscal Quarter ends:

Period          				   Ratio

Closing Date through
  March 31, 1999				5.25 to 1.00

June 30, 1999 through
  March 31, 2000				5.00 to 1.00


June 30, 2000 through
  March 31, 2001				4.75 to 1.00

June 30, 2001 through
  March 31, 2002				4.25 to 1.00

June 30, 2002 and thereafter      		4.00 to 1.00		

6.13  Interest Coverage Ratio.  Permit the Interest Coverage 
Ratio, as of the last day of any Fiscal Quarter ending after the Closing Date, 
to be less than the ratio set forth below opposite the period during which 
such Fiscal Quarter ends:

Period	            			Ratio

Closing Date through
  December 31, 1998			1.50 to 1.00

March 31, 1999 through
  December 31, 1999			1.60 to 1.00

March 31, 2000 and thereafter		1.70 to 1.00

6.14	Minimum Adjusted EBITDA.  Permit, as of the last 
day of any Fiscal Quarter ending after the Closing Date, Adjusted EBITDA 
to be less than $120,000,000 for the fiscal period consisting of that Fiscal 
Quarter and the three immediately preceding Fiscal Quarters.

6.15  Capital Expenditures.  Make, or become legally 
obligated to make, any Capital Expenditure except:

(a)	Maintenance Capital Expenditures in any Fiscal 
Year not in excess of the sum of (i) $40,000,000 plus (ii) the 
amount, if any, by which $40,000,000 exceeds Maintenance Capital 
Expenditures made by Borrower and the Restricted Subsidiaries in 
the immediately preceding Fiscal Year;

(b)	Capital Expenditures to the extent financed by 
Indebtedness permitted under Section 6.9(e);

(c)	a Capital Expenditure to effect the Jaffe 
Transaction that does not exceed either (i) $125,000,000 (excluding 
in any event from this calculation any assumption by Borrower or a 
Restricted Subsidiary of any Indebtedness of TEGP resulting from 
the Jaffe Transaction) or (ii) when aggregated with all other Basket 
Expenditures made since the Closing Date, $300,000,000;

(d)	if the Jaffe Transaction is consummated, Capital 
Expenditures (other than those described in clauses (a) and (b) 
above) that, giving effect thereto, do not exceed either (i) when 
aggregated with all other Capital Expenditures (other than those 
described in clauses (a) and (b) above) and Acquisition Expenditures 
made since the Closing Date, $250,000,000 or (ii) when aggregated 
with all other Basket Expenditures made since the Closing Date, 
$300,000,000; and

(e)	if the Jaffe Transaction is not consummated, 
Capital Expenditures (other than those described in clauses (a) and 
(b) above) that, giving effect thereto, do not exceed either (i) when 
aggregated with all other Capital Expenditures (other than those 
described in clauses (a) and (b) above) and Acquisition Expenditures 
made since the Closing Date, $150,000,000 or (ii) when aggregated 
with all other Basket Expenditures made since the Closing Date, 
$300,000,000.

6.16  Investments and Acquisitions.  Make or suffer to exist 
any Investment or Acquisition, other than:

(a)	Investments in existence on the Closing Date 
and disclosed on Schedule 6.16;

(b)	Investments consisting of Cash and Cash 
Equivalents;

(c)	Investments consisting of advances to officers, 
directors and employees of Borrower and the Restricted Subsidiaries 
for travel, entertainment, relocation and analogous ordinary business 
purposes;

(d)	Investments of Borrower in any Restricted 
Subsidiary and Investments of any Restricted Subsidiary in Borrower 
or another Restricted Subsidiary;

(e)	Investments consisting of or evidencing the 
extension of credit to customers or suppliers of Borrower and the 
Restricted Subsidiaries in the ordinary course of business and any 
Investments received in satisfaction or partial satisfaction thereof;

(f)	Investments received in connection with the 
settlement of a bona fide dispute with another Person;

(g)	Investments representing all or a portion of the 
sales price of Property sold or services provided to another Person;

(h)	Investments resulting from the acquisition by 
Borrower or any of the Restricted Subsidiaries of all or a portion of 
another Person's ownership interest in a New Venture Entity 
pursuant to an obligation or right of such Person to sell, or an 
obligation or right of Borrower or any of its Restricted Subsidiaries 
to purchase, such ownership interest, which obligation or right was 
created substantially concurrently with the acquisition of such 
ownership interest in the New Venture Entity;

(i)	Investments consisting of Guaranty Obligations 
permitted by Section 6.9.

(j)	Investments required to be made pursuant to the 
New Jersey Community Redevelopment Act;

(k)	Investments by Borrower in TEGP required by 
TEGP's  Partnership Agreement or by the lease between TEGP and 
HRN covering the real property and related personal property known 
as the Tropicana Resort and Casino, in either case as in effect on the 
date hereof;

(l)	an Acquisition to effect the Jaffe Transaction 
for which the Acquisition Expenditures do not exceed either 
(i) $125,000,000 (excluding in any event from this calculation any 
assumption by Borrower or a Restricted Subsidiary of any 
Indebtedness of TEGP resulting from the Jaffe Transaction) or 
(ii) when aggregated with all other Basket Expenditures made since 
the Closing Date, $300,000,000;

(m)	Acquisitions not described above for which the 
Acquisition Expenditures do not exceed either (i) when aggregated 
with all other Acquisition Expenditures made since the Closing Date, 
$50,000,000 or (ii) when aggregated with all other Basket 
Expenditures made since the Closing Date, $300,000,000; and

(n)	Investments consisting of 100 shares or less of 
publicly traded equity securities of Persons engaged in any business 
in which Borrower is engaged, which Investments do not exceed 
$100,000 at any time.

6.17  Subsidiary Indebtedness.  Permit (whether or not 
otherwise permitted under Section 6.9) any Significant Subsidiary to create, 
incur, assume or suffer to exist any Indebtedness or Guaranty Obligation, 
except (a) Indebtedness and Guaranty Obligations in existence on the 
Closing Date, (b) the Subsidiary Guaranty, (c) Indebtedness owed to 
Borrower or another Restricted Subsidiary, (d) Capital Lease and purchase 
money obligations of a Restricted Subsidiary in respect of Property used by 
that Subsidiary, (e) Indebtedness permitted under Section 6.9(d) and 
(f) other Indebtedness incurred in the ordinary course of business not in 
excess, with respect to any Significant Subsidiary, of $500,000.

6.18  Significant Subsidiaries.  Permit any Restricted 
Subsidiary that is, as of the Closing Date, a Significant Subsidiary to cease 
being a Restricted Subsidiary.

6.19  Amendments to Subordinated Obligations.  Amend or 
modify any term or provision of any indenture, agreement or instrument 
evidencing or governing any Subordinated Obligation in any respect that 
will or may adversely affect the interests of the Lenders.


	Article 7
	INFORMATION AND REPORTING REQUIREMENTS


7.1  Financial and Business Information.  So long as any 
Advance remains unpaid or any portion of the Commitment remains in 
force, Borrower shall, unless the Administrative Agent (with the written 
approval of the Requisite Lenders) otherwise consents, at Borrower's sole 
expense, deliver to the Administrative Agent for distribution by it to the 
Lenders, a sufficient number of copies for all of the Lenders of the 
following:

(a)	As soon as practicable, and in any event by the 
fifteenth Banking Day (or the thirtieth Banking Day in the case of 
the last month in a Fiscal Year) following, the end of a month, an 
operating revenue report for such month for each of the Developed 
Properties, in a form reasonably acceptable to the Administrative 
Agent, together with a written narrative statement discussing any 
significant trends reflected therein signed by a Responsible Officer 
of Borrower;

(b)	As soon as practicable, and in any event within 
60 days after the end of each Fiscal Quarter (other than the fourth 
Fiscal Quarter in any Fiscal Year), (i) the consolidated balance sheet 
of Borrower and its Subsidiaries as at the end of such Fiscal Quarter 
and the consolidated statement of operations for such Fiscal Quarter, 
and its statement of cash flows for the portion of the Fiscal Year 
ended with such Fiscal Quarter and (ii) the consolidating (in 
accordance with past consolidating practices of Borrower) balance 
sheets and statements of operations as at and for the portion of the 
Fiscal Year ended with such Fiscal Quarter, all in reasonable detail.  
Such financial statements shall be certified by a Senior Officer of 
Borrower as fairly presenting the financial condition, results of 
operations and cash flows of Borrower and its Subsidiaries in 
accordance with Generally Accepted Accounting Principles (other 
than footnote disclosures), consistently applied, as at such date and 
for such periods, subject only to normal year-end accruals and audit 
adjustments;

(c)	As soon as practicable, and in any event within 
45 days after the end of each Fiscal Quarter, a Pricing Certificate 
setting forth a preliminary calculation of the Pricing Ratio as of the 
last day of such Fiscal Quarter, and providing reasonable detail as to 
the calculation thereof, which calculations shall be based on the 
preliminary unaudited financial statements of Borrower and its 
Subsidiaries for such Fiscal Quarter, and as soon as practicable 
thereafter, in the event of any material variance in the actual 
calculation of the Pricing Ratio from such preliminary calculation, a 
revised Pricing Certificate setting forth the actual calculation thereof;

(d)	As soon as practicable, and in any event within 
105 days after the end of each Fiscal Year, (i) the consolidated 
balance sheet of Borrower and its Subsidiaries as at the end of such 
Fiscal Year and the consolidated statements of operations, 
stockholders' equity and cash flows, in each case of Borrower and its 
Subsidiaries for such Fiscal Year and (ii) consolidating (in 
accordance with past consolidating practices of Borrower) balance 
sheets and statements of operations, in each case as at the end of and 
for the Fiscal Year, all in reasonable detail.  Such financial 
statements shall be prepared in accordance with Generally Accepted 
Accounting Principles, consistently applied, and such consolidated 
balance sheet and consolidated statements shall be accompanied by a 
report of independent public accountants of recognized standing 
selected by Borrower and reasonably satisfactory to the Requisite 
Lenders, which report shall be prepared in accordance with generally 
accepted auditing standards as at such date, and shall not be subject 
to any qualifications or exceptions as to the scope of the audit nor to 
any other qualification or exception determined by the Requisite 
Lenders in their good faith business judgment to be adverse to the 
interests of the Lenders.  Unless such independent public 
accountants do not, as a matter of firm policy, generally provide 
similar information at the request of their audit clients, such 
accountants' report shall be accompanied by a certificate stating that, 
in making the examination pursuant to generally accepted auditing 
standards necessary for the certification of such financial statements 
and such report, such accountants have obtained no knowledge of 
any Default described in Sections 9.1(a), (b), (c) or (g) or, if, in the 
opinion of such accountants, any such Default shall exist, stating the 
nature and status of such Default, and stating that such accountants 
have reviewed Borrower's financial calculations as at the end of such 
Fiscal Year (which shall accompany such certificate) under 
Sections 6.11 through 6.14, have read such Sections (including the 
definitions of all defined terms used therein) and that nothing has 
come to the attention of such accountants in the course of such 
examination that would cause them to believe that the same were not 
calculated by Borrower in the manner prescribed by this Agreement;

(e)	As soon as practicable, and in any event within 
60 days after the commencement of each Fiscal Year, a budget and 
projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year 
for the next four succeeding Fiscal Years, including for the first such 
Fiscal Year, projected consolidated balance sheets, statements of 
operations and statements of cash flow and, for the second and third 
such Fiscal Years, projected consolidated condensed balance sheets 
and statements of operations and cash flows, of Borrower and its 
Subsidiaries, all in reasonable detail;

(f)	Promptly after request by the Administrative 
Agent or any Lender, copies of any detailed audit reports, 
management letters or recommendations submitted to the board of 
directors (or the audit committee of the board of directors) of 
Borrower by independent accountants in connection with the 
accounts or books of Borrower or any of its Subsidiaries, or any 
audit of any of them;

(g)	As soon as practicable, and in any event within 
45 days (or, in the case of the fourth Fiscal Quarter in each Fiscal 
Year, 90 days) after the end of each Fiscal Quarter, a written report, 
in form and detail reasonably acceptable to the Administrative 
Agent, with respect to the status of each project for which Capital 
Expenditures are permitted pursuant to Sections 6.15(d) or 6.15(e), 
as applicable;

(h)	Promptly after the same are available, copies of 
each annual report, proxy or financial statement or other report or 
communication sent to the stockholders of Borrower, and copies of 
all annual, regular, periodic and special reports and registration 
statements which Borrower may file or be required to file with the 
Securities and Exchange Commission under Section 13 or 15(d) of 
the Securities Exchange Act of 1934, as amended, and not otherwise 
required to be delivered to the Lenders pursuant to other provisions 
of this Section 7.1;

(i)	Promptly after request by the Administrative 
Agent, copies of the Nevada "Regulation 6.090 Report" and 
"6-A Report" and the New Jersey "Annual Report", and copies of 
any written communication to Borrower or any of the Restricted 
Subsidiaries from any Gaming Board advising it of a violation of or 
non-compliance with any Gaming Law by Borrower or any of the 
Restricted Subsidiaries;

(j)	Promptly after request by the Administrative 
Agent or any Lender, copies of any other report or other document 
that was filed by Borrower or any of the Restricted Subsidiaries with 
any Governmental Agency;

(k)	Promptly upon a Senior Officer becoming 
aware, and in any event within ten (10) Banking Days after 
becoming aware, of the occurrence of any (i) "reportable event" (as 
such term is defined in Section 4043 of ERISA) or (ii) "prohibited 
transaction" (as such term is defined in Section 406 of ERISA or 
Section 4975 of the Code) in connection with any Pension Plan or 
any trust created thereunder, telephonic notice specifying the nature 
thereof, and, no more than five (5) Banking Days after such 
telephonic notice, written notice again specifying the nature thereof 
and specifying what action Borrower or any of the Restricted 
Subsidiaries is taking or proposes to take with respect thereto, and, 
when known, any action taken by the Internal Revenue Service with 
respect thereto;

(l)	As soon as practicable, and in any event within 
two (2) Banking Days after a Senior Officer becomes aware of the 
existence of any condition or event which constitutes a Default or 
Event of Default, telephonic notice specifying the nature and period 
of existence thereof, and, no more than two (2) Banking Days after 
such telephonic notice, written notice again specifying the nature and 
period of existence thereof and specifying what action Borrower or 
any of its Restricted Subsidiaries are taking or propose to take with 
respect thereto;

(m)	Promptly upon a Senior Officer becoming 
aware that (i) any Person has commenced a legal proceeding with 
respect to a claim against Borrower or any of the Restricted 
Subsidiaries that is $5,000,000 or more in excess of the amount 
thereof that is fully covered by insurance, (ii) any creditor or lessor 
under a written credit agreement or material lease has asserted a 
default thereunder on the part of Borrower or any of the Restricted 
Subsidiaries, (iii) any Person has commenced a legal proceeding 
with respect to a claim against Borrower or any of the Restricted 
Subsidiaries under a contract that is not a credit agreement or mate-
rial lease in excess of $5,000,000 or which otherwise may 
reasonably be expected to result in a Material Adverse Effect, 
(iv) any labor union has notified Borrower of its intent to strike 
Borrower or any of the Restricted Subsidiaries on a date certain and 
such strike would involve more than 100 employees of Borrower and 
the Restricted Subsidiaries, or (v) any Gaming Board has indicated 
its intent to consider or act upon a License Revocation or a fine or 
penalty of $1,000,000 or more with respect to Borrower or any of 
the Restricted Subsidiaries, a written notice describing the pertinent 
facts relating thereto and what action Borrower or the Restricted 
Subsidiaries are taking or propose to take with respect thereto; and

(n)	Such other data and information as from time to 
time may be reasonably requested by the Administrative Agent or 
the Requisite Lenders.

7.2  Compliance Certificates.  So long as any Advance 
remains unpaid or any portion of the Commitment remains outstanding, 
Borrower shall, at Borrower's sole expense, deliver to the Administrative 
Agent for distribution by it to the Lenders concurrently with the financial 
statements required pursuant to Sections 7.1(b) and 7.1(d), a Compliance 
Certificate signed by a Senior Officer.

	Article 8
	CONDITIONS


8.1  Initial Advances, Etc..  The obligation of each Lender to 
make the initial Advance to be made by it, or the obligation of the Issuing 
Lender to issue the initial Letter of Credit (as applicable), is subject to 
the following conditions precedent, each of which shall be satisfied prior 
to the making of the initial Advances (unless all of the Lenders, in their 
sole and absolute discretion, shall agree otherwise):

(a)	The Administrative Agent shall have received 
all of the following, each of which shall be originals unless 
otherwise specified, each properly executed by a Responsible Official 
of each party thereto, each dated as of the Closing Date and each 
in form and substance satisfactory to the Administrative Agent and 
its legal counsel (unless otherwise specified or, in the case of the 
date of any of the following, unless the Administrative Agent 
otherwise agrees or directs):

(1)	the Global Assignment and Release executed by 
all parties thereto;

(2)	at least one (1) executed counterpart of this 
Agreement, together with arrangements satisfactory to the 
Administrative Agent for additional executed counterparts, 
sufficient in number for distribution to the Lenders and 
Borrower;

(3)	Notes executed by Borrower in favor of each 
Lender, each in a principal amount equal to that Lender's Pro 
Rata Share of the Commitment;

(4)	the Swing Line Documents;

(5)	the Confirmation of the Guaranty executed by 
each Significant Subsidiary;

(6)	the Global Collateral Documents Amendment 
executed by Borrower and each Significant Subsidiary (other 
than HRN);

(7)	such amendments to financing statements on 
Form UCC-1 executed by Borrower and each Significant 
Subsidiary (other than HRN) with respect to the Global 
Collateral Documents Amendment as the Administrative 
Agent may request;

(8)	the Ancillary Collateral Documents, executed 
by such Parties as the Administrative Agent specifies;

(9)	the Intercreditor Agreement executed by the 
Term Loan Agent;

(10)	with respect to Borrower and each Significant 
Subsidiary, such documentation as the Administrative Agent 
may require to establish the due organization, valid existence 
and good standing of Borrower and each such Subsidiary, its 
qualification to engage in business in each material juris-
diction in which it is engaged in business or required to be so 
qualified, its authority to execute, deliver and perform any 
Loan Documents to which it is a Party, the identity, authority 
and capacity of each Responsible Official thereof authorized 
to act on its behalf, including certified copies of articles of 
incorporation and amendments thereto, bylaws and 
amendments thereto, certificates of good standing and/or 
qualification to engage in business, tax clearance certificates, 
certificates of corporate resolutions, incumbency certificates, 
Certificates of Responsible Officials, and the like;

(11)	the Opinions of Counsel;

(12)	assurances from the Title Company that it is 
prepared to issue such endorsements to the existing ALTA 
lender's policies insuring the Lien of the Deeds of Trust as 
may be reasonably requested by the Administrative Agent, 
subject only to such exceptions as are reasonably acceptable 
to the Administrative Agent, and with such assurances as the 
Administrative Agent may reasonably require from title 
re-insurers acceptable to the Administrative Agent;

(13)	such assurances as the Administrative Agent 
deems appropriate that the relevant Gaming Boards have 
approved the transactions contemplated by the Loan 
Documents to the extent that such approval is required by 
applicable Gaming Laws;

(14)	written evidence that the Supplemental Loan 
Agreement has been or will be concurrently terminated and 
all Liens securing such facility have been or will be 
concurrently released;

(15)	a Pricing Certificate as of the last day of the 
most recently ended Fiscal Quarter;

(16)	a Certificate of a Senior Officer certifying that 
incurrence by Borrower of the Obligations will not violate the 
Existing 11% Subordinated Debt Indenture or the Existing 
13 3/4% Subordinated Debt Indenture;

(17)	a Certificate of a Responsible Official signed by 
a Senior Officer of Borrower certifying that the conditions 
specified in Sections 8.1(h) and 8.1(i) have been satisfied; and

(18)	such other assurances, certificates, documents, 
consents or opinions as the Administrative Agent reasonably 
may require.

(b)	The arrangement fee payable pursuant to 
Section 3.2 shall have been paid.

(c)	The upfront fees payable pursuant to 
Section 3.3 shall have been paid.

(d)	Any agency fees payable on the Closing Date 
pursuant to Section 3.6 shall have been paid.

(e)	The reasonable costs and expenses of the 
Administrative Agent in connection with the preparation of the Loan 
Documents payable pursuant to Section 11.3, and invoiced to 
Borrower prior to the Closing Date, shall have been paid.

(f)	The TEGP Loan Agreement shall be 
concurrently assigned to the Lenders (in their capacity as Lenders 
under the TEGP Loan Agreement).

(g)	Borrower shall have delivered to the trustees 
under the Existing Indentures a written statement designating the 
Obligations as "Designated Senior Indebtedness" under such 
Indentures.

(h)	The representations and warranties of Borrower 
contained in Article 4 shall be true and correct.

(i)	Borrower and any other Parties shall be in 
compliance with all the terms and provisions of the Loan 
Documents, and giving effect to the initial Advance (or initial Letter 
of Credit, as applicable) no Default or Event of Default shall have 
occurred and be continuing.

(j)	All legal matters relating to the Loan 
Documents shall be satisfactory to Sheppard, Mullin, Richter & 
Hampton LLP, special counsel to the Administrative Agent.

(k)	The Closing Date shall have occurred on or 
before June 12, 1998.

8.2  Acquisition of Future Collateral.  The obligation of each 
Lender to make any Advance to be used to acquire any asset which is 
required pursuant to Section 5.10 to be delivered as Collateral hereunder is 
subject to the condition precedent that (unless the Requisite Lenders, in 
their sole and absolute discretion, shall agree otherwise) Borrower and the 
applicable Significant Subsidiaries concurrently execute and deliver such 
Collateral Documents as are required by Section 5.10 with respect to such 
asset.

8.3  Any Increasing Advance, Etc.  The obligation of each 
Lender to make any Advance which would increase the principal amount 
outstanding under the Notes (other than the initial Advance pursuant to 
Section 8.1), and the obligation of the Issuing Lender to issue a Letter of 
Credit, is subject to the following conditions precedent (unless the 
Requisite Lenders, in their sole and absolute discretion, shall agree 
otherwise):

(a)	except (i) for representations and warranties 
which expressly speak as of a particular date or are no longer true 
and correct as a result of a change which is permitted by this 
Agreement or (ii) as disclosed by Borrower and approved in writing 
by the Requisite Lenders, the representations and warranties 
contained in Article 4 (other than Sections 4.4(a), 4.6 (first 
sentence), 4.10, 4.17 and 4.19) shall be true and correct on and as of 
the date of the Advance as though made on that date;

(b)	other than matters described in Schedule 4.10 or 
not required as of the Closing Date to be therein described, there 
shall not be then pending or threatened any action, suit, proceeding 
or investigation against or affecting Borrower or any of the 
Restricted Subsidiaries or any Property of any of them before any 
Governmental Agency that constitutes a Material Adverse Effect;

(c)	the Administrative Agent shall have timely 
received a Request for Loan in compliance with Article 2 (or 
telephonic or other request for Loan referred to in the second 
sentence of Section 2.1(b), if applicable) or the Issuing Lender shall 
have received a Request for Letter of Credit, as the case may be, in 
compliance with Article 2; and

(d)	the Administrative Agent shall have received, in 
form and substance satisfactory to the Administrative Agent, such 
other assurances, certificates, documents or consents related to the 
foregoing as the Administrative Agent or Requisite Lenders 
reasonably may require.

8.4  Any Advance.  The obligation of each Lender to make 
any Advance (other than an Alternate Base Rate Advance with respect to an 
Alternate Base Rate Loan which, if made, would not increase the 
outstanding principal Indebtedness evidenced by the Notes) is subject to the 
condition precedent that the Administrative Agent shall have timely 
received a Request for Loan in compliance with Article 2 (or telephonic or 
other request for Loan referred to in the second sentence of Section 2.1(b), 
if applicable).

	Article 9
	EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF 
DEFAULT


9.1  Events of Default.  The existence or occurrence of any 
one or more of the following events, whatever the reason therefor and under 
any circumstances whatsoever, shall constitute an Event of Default:

(a)	Borrower fails to pay any principal on any of 
the Notes, or any portion thereof, on the date when due; or

(b)	Borrower fails to pay any interest on any of the 
Notes, or any fees under Sections 3.4, 3.5 or 3.6, or any portion 
thereof, within five (5) Banking Days after the date when due; or fail 
to pay any other fee or amount payable to the Lenders under any 
Loan Document, or any portion thereof, within five (5) Banking 
Days after demand therefor; or

(c)	Borrower fails to comply with any of the 
covenants contained in Article 6; or

(d)	Borrower fails to comply with Section 7.1(l) in 
any respect that is materially adverse to the interests of the Lenders; 
or

(e)	Borrower, any of the Significant Subsidiaries or 
any other Party fails to perform or observe any other covenant or 
agreement (not specified in clause (a), (b), (c) or (d) above) 
contained in any Loan Document on its part to be performed or 
observed within ten (10) Banking Days after the giving of notice by 
the Administrative Agent on behalf of the Requisite Lenders of such 
Default; or

(f)	Any representation or warranty of Borrower or 
any of the Significant Subsidiaries made in any Loan Document, or 
in any certificate or other writing delivered by Borrower or such 
Significant Subsidiary pursuant to any Loan Document, proves to 
have been incorrect when made or reaffirmed in any respect that is 
materially adverse to the interests of the Lenders; or

(g)	Borrower or any of the Restricted Subsidiaries 
(i) fails to pay the principal, or any principal installment, of any 
present or future indebtedness for borrowed money of $10,000,000 
or more, or any guaranty of present or future indebtedness for 
borrowed money of $10,000,000 or more, on its part to be paid, 
when due (or within any stated grace period), whether at the stated 
maturity, upon acceleration, by reason of required prepayment or 
otherwise or (ii) fails to perform or observe any other term, covenant 
or agreement on its part to be performed or observed, or suffers any 
event of default to occur, in connection with any present or future 
indebtedness for borrowed money of $10,000,000 or more, or of any 
guaranty of present or future indebtedness for borrowed money of 
$10,000,000 or more, if as a result of such failure or sufferance any 
holder or holders thereof (or an agent or trustee on its or their behalf) 
has the right to declare such indebtedness due before the date on 
which it otherwise would become due or the right to require 
Borrower or any Restricted Subsidiary to redeem or purchase, or 
offer to redeem or purchase, all or any portion of such indebtedness; 
or

(h)	Any event occurs which gives the holder or 
holders of any Subordinated Obligation (or an agent or trustee on its 
or their behalf) the right to declare such Subordinated Obligation due 
before the date on which it otherwise would become due, or the right 
to require the issuer thereof to redeem or purchase, or offer to 
redeem or purchase, all or any portion of any Subordinated Obli-
gation; or the trustee for, or any holder of, a Subordinated Obligation 
breaches any subordination provision applicable to such 
Subordinated Obligation; or

(i)	Any Loan Document, at any time after its exe-
cution and delivery and for any reason other than the agreement or 
action (or omission to act) of the Administrative Agent or the 
Lenders or satisfaction in full of all the Obligations ceases to be in 
full force and effect or is declared by a court of competent 
jurisdiction to be null and void, invalid or unenforceable in any 
respect which, in any such event in the reasonable opinion of the 
Requisite Lenders, is materially adverse to the interests of the 
Lenders; or any Party thereto denies in writing that it has any or 
further liability or obligation under any Loan Document, or purports 
to revoke, terminate or rescind same; or

(j)	A final judgment against any of Borrower or 
any of the Restricted Subsidiaries is entered for the payment of 
money in excess of $1,000,000 and, absent procurement of a stay of 
execution, such judgment remains unsatisfied for thirty (30) calendar 
days after the date of entry of judgment, or in any event later than 
five (5) days prior to the date of any proposed sale thereunder; or 
any writ or warrant of attachment or execution or similar process is 
issued or levied against all or any material part of the Property of 
any such Person and is not released, vacated or fully bonded within 
thirty (30) calendar days after its issue or levy; or

(k)	Borrower or any of the Significant Subsidiaries 
institutes or consents to the institution of any proceeding under a 
Debtor Relief Law relating to it or to all or any material part of its 
Property, or admits in writing its inability to pay its debts as they 
mature, or makes an assignment for the benefit of creditors; or 
applies for or consents to the appointment of any receiver, trustee, 
custodian, conservator, liquidator, rehabilitator or similar officer for 
it or for all or any material part of its Property; or any receiver, 
trustee, custodian, conservator, liquidator, rehabilitator or similar 
officer is appointed without the application or consent of that Person 
and the appointment continues undischarged or unstayed for sixty 
(60) calendar days; or any proceeding under a Debtor Relief Law 
relating to any such Person or to all or any part of its Property is 
instituted without the consent of that Person and continues 
undismissed or unstayed for sixty (60) calendar days; or

(l)	The occurrence of an Event of Default (as such 
term is or may hereafter be specifically defined in any other Loan 
Document) under any other Loan Document; or

(m)	The occurrence of an Event of Default (as such 
term is defined in the TEGP Loan Agreement) under the TEGP Loan 
Agreement or the occurrence of an Event of Default (as such term is 
defined in the Term Loan Agreement) under the Term Loan 
Agreement; or

(n)	A final judgment is entered by a court of 
competent jurisdiction that any Subordinated Obligation is not 
subordinated in accordance with its terms to the Obligations; or

(o)	Any Pension Plan maintained by Borrower or 
any of its Restricted Subsidiaries is determined to have a material 
"accumulated funding deficiency" as that term is defined in 
Section 302 of ERISA and the result is a Material Adverse Effect; or

(p)	The occurrence of a License Revocation that 
continues for three (3) consecutive calendar days affecting gaming 
operations accounting for five percent (5%) or more of the consoli-
dated gross revenues of Borrower and the Restricted Subsidiaries.

9.2  Remedies Upon Event of Default.  Without limiting any 
other rights or remedies of the Administrative Agent or the Lenders pro-
vided for elsewhere in this Agreement, or the other Loan Documents, or by 
applicable Law, or in equity, or otherwise:

(a)	Upon the occurrence, and during the continuance, of 
any Event of Default other than an Event of Default described in 
Section 9.1(k):

(1)	the Commitment to make Advances and the 
obligation of the Issuing Lender to issue Letters of Credit 
shall be suspended without notice to or demand upon 
Borrower, which are expressly waived by Borrower, except 
that all of the Lenders or the Requisite Lenders (as the case 
may be, in accordance with Section 11.2) may waive an Event 
of Default or, without waiving, determine, upon terms and 
conditions satisfactory to the Lenders or Requisite Lenders, as 
the case may be, to reinstate the Commitment and such other 
obligations and rights and make further Advances, and cause 
the Issuing Lender to issue further Letters of Credit which 
waiver or determination shall apply equally to, and shall be 
binding upon, all the Lenders;

(2)	the Issuing Lender may, with the approval of 
the Administrative Agent on behalf of the Requisite Lenders , 
demand immediate payment by Borrower of an amount equal 
to the aggregate amount of all outstanding Letters of Credit to 
be held by the Issuing Lender in an interest-bearing cash 
collateral account as collateral hereunder; and

(3)	the Requisite Lenders may request the 
Administrative Agent to, and the Administrative Agent 
thereupon shall, terminate the Commitment and/or declare all 
or any part of the unpaid principal of all Notes, all interest 
accrued and unpaid thereon and all other amounts payable 
under the Loan Documents to be forthwith due and payable, 
whereupon the same shall become and be forthwith due and 
payable, without protest, presentment, notice of dishonor, 
demand or further notice of any kind, all of which are 
expressly waived by Borrower.

(b)	Upon the occurrence of any Event of Default 
described in Section 9.1(k):

(1)	the Commitment to make Advances and the 
obligation of the Issuing Lender to issue Letters of Credit 
shall terminate without notice to or demand upon Borrower, 
which are expressly waived by Borrower, except that all of 
the Lenders (or, in the case that such an Event of Default 
affects one Significant Subsidiary, but not the Borrower or the 
other Significant Subsidiaries, the Requisite Lenders) may 
waive the Event of Default or, without waiving, determine, 
upon terms and conditions satisfactory to all the Lenders, to 
reinstate the Commitment and such other obligations and 
rights and make further Advances and to cause the Issuing 
Lender to issue further Letters of Credit, which determination 
shall apply equally to, and shall be binding upon, all the 
Lenders;

(2)	an amount equal to the aggregate amount of all 
outstanding Letters of Credit shall be immediately due and 
payable to the Issuing Lender without notice to or demand 
upon Borrower, which are expressly waived by Borrower, to 
be held by the Issuing Lender in an interest-bearing cash 
collateral account as collateral hereunder; and

(3)	the unpaid principal of all Notes, all interest 
accrued and unpaid thereon and all other amounts payable 
under the Loan Documents shall be forthwith due and 
payable, without protest, presentment, notice of dishonor, 
demand or further notice of any kind, all of which are 
expressly waived by Borrower.

(c)	Upon the occurrence of any Event of Default, 
the Lenders and the Administrative Agent, or any of them, without 
notice to (except as expressly provided for in any Loan Document) 
or demand upon Borrower, which are expressly waived by Borrower 
(except as to notices expressly provided for in any Loan Document), 
may proceed (but only with the consent of the Requisite Lenders) to 
protect, exercise and enforce their rights and remedies under the 
Loan Documents against Borrower and any other Party and such 
other rights and remedies as are provided by Law or equity.

(d)	The order and manner in which the Lenders' 
rights and remedies are to be exercised shall be determined by the 
Requisite Lenders in their sole discretion, and all payments received 
by the Administrative Agent and the Lenders, or any of them, shall 
be applied first to the costs and expenses (including reasonable 
attorneys' fees and disbursements and the reasonably allocated costs 
of attorneys employed by the Administrative Agent or by any 
Lender) of the Administrative Agent and of the Lenders, and 
thereafter paid pro rata to the Lenders in the same proportions that 
the aggregate Obligations owed to each Lender under the Loan 
Documents bear to the aggregate Obligations owed under the Loan 
Documents to all the Lenders, without priority or preference among 
the Lenders.  Regardless of how each Lender may treat payments for 
the purpose of its own accounting, for the purpose of computing 
Borrower's Obligations hereunder and under the Notes, payments 
shall be applied first, to the costs and expenses of the Administrative 
Agent and the Lenders, as set forth above, second, to the payment of 
accrued and unpaid interest due under any Loan Documents to and 
including the date of such application (ratably, and without duplica-
tion, according to the accrued and unpaid interest due under each of 
the Loan Documents), and third, to the payment of all other amounts 
(including principal and fees) then owing to the Administrative 
Agent or the Lenders under the Loan Documents.  Amounts due to a 
Lender under a Secured Swap Agreement shall be considered a 
principal amount for purposes of the preceding sentence.  No 
application of payments will cure any Event of Default, or prevent 
acceleration, or continued acceleration, of amounts payable under 
the Loan Documents, or prevent the exercise, or continued exercise, 
of rights or remedies of the Lenders hereunder or thereunder or at 
Law or in equity.

	Article 10
	THE ADMINISTRATIVE AGENT


10.1  Appointment and Authorization.  Subject to Section 
10.8, each Lender hereby irrevocably appoints and authorizes the 
Administrative Agent to take such action as agent on its behalf (including 
execution and delivery of the Intercreditor Agreement) and to exercise such 
powers under the Loan Documents as are delegated to the Administrative 
Agent by the terms thereof or are reasonably incidental, as determined by 
the Administrative Agent, thereto.  This appointment and authorization is 
intended solely for the purpose of facilitating the servicing of the Loans and 
does not constitute appointment of the Administrative Agent as trustee for 
any Lender or as representative of any Lender for any other purpose and, 
except as specifically set forth in the Loan Documents to the contrary, the 
Administrative Agent shall take such action and exercise such powers only 
in an administrative and ministerial capacity.

10.2  Administrative Agent and Affiliates.  Bank of America 
National Trust and Savings Association (and each successor Administrative 
Agent) has the same rights and powers under the Loan Documents as any 
other Lender and may exercise the same as though it were not the 
Administrative Agent, and the term "Lender" or "Lenders" includes Bank of 
America National Trust and Savings Association in its individual capacity.  
Bank of America National Trust and Savings Association (and each succes-
sor Administrative Agent) and its Affiliates may accept deposits from, lend 
money to and generally engage in any kind of banking, trust or other 
business with Borrower, any Subsidiary thereof, or any Affiliate of 
Borrower or any Subsidiary thereof, as if it were not the Administrative 
Agent and without any duty to account therefor to the Lenders.  Bank of 
America National Trust and Savings Association (and each successor 
Administrative Agent) need not account to any other Lender for any monies 
received by it for reimbursement of its costs and expenses as Administrative 
Agent hereunder, or for any monies received by it in its capacity as a 
Lender hereunder.  The Administrative Agent shall not be deemed to hold a 
fiduciary relationship with any Lender and no implied covenants, functions, 
responsibilities, duties, obligations or liabilities shall be read into this 
Agreement or otherwise exist against the Administrative Agent.

10.3  Proportionate Interest in any Collateral.  The Collateral 
Agent, on behalf of the Lenders and the Term Lenders, shall hold in 
accordance with the Intercreditor Agreement and the Loan Documents all 
items comprising the Collateral. Subject to the Administrative Agent's and 
the Lenders' rights to reimbursement for their costs and expenses hereunder 
(including reasonable attorneys' fees and disbursements and other 
professional services and the reasonably allocated costs of attorneys 
employed by the Administrative Agent or a Lender) and subject to the 
application of payments in accordance with Section 9.2(d), each Lender 
shall have an interest in the Lenders' interest in the Collateral or interests 
therein in the same proportions that the aggregate Obligations owed such 
Lender under the Loan Documents bear to the aggregate Obligations owed 
under the Loan Documents to all the Lenders, without priority or preference 
among the Lenders.

10.4  Lenders' Credit Decisions.  Each Lender agrees that it 
has, independently and without reliance upon the Administrative Agent, any 
other Lender or the directors, officers, agents, employees or attorneys of the 
Administrative Agent or of any other Lender, and instead in reliance upon 
information supplied to it by or on behalf of Borrower and upon such other 
information as it has deemed appropriate, made its own independent credit 
analysis and decision to enter into this Agreement.  Each Lender also agrees 
that it shall, independently and without reliance upon the Administrative 
Agent, any other Lender or the directors, officers, agents, employees or 
attorneys of the Administrative Agent or of any other Lender, continue to 
make its own independent credit analyses and decisions in acting or not 
acting under the Loan Documents.

10.5  Action by Administrative Agent.

(a)	Absent actual knowledge of the Administrative 
Agent of the existence of a Default, the Administrative Agent may 
assume that no Default has occurred and is continuing, unless the 
Administrative Agent (or the Lender that is then the Administrative 
Agent) has received notice from Borrower stating the nature of the 
Default or has received notice from a Lender stating the nature of the 
Default and that such Lender considers the Default to have occurred 
and to be continuing.

(b)	The Administrative Agent has only those 
obligations under the Loan Documents as are expressly set forth 
therein.

(c)	Except for any obligation expressly set forth in 
the Loan Documents and as long as the Administrative Agent may 
assume that no Event of Default has occurred and is continuing, the 
Administrative Agent may, but shall not be required to, exercise its 
discretion to act or not act, except that the Administrative Agent 
shall be required to act or not act upon the instructions of the Requi-
site Lenders (or of all the Lenders, to the extent required by 
Section 11.2) and those instructions shall be binding upon the 
Administrative Agent and all the Lenders, provided that the 
Administrative Agent shall not be required to act or not act if to do 
so would be contrary to any Loan Document or to applicable Law or 
would result, in the reasonable judgment of the Administrative 
Agent, in substantial risk of liability to the Administrative Agent.

(d)	If the Administrative Agent has received a 
notice specified in clause (a), the Administrative Agent shall 
immediately give notice thereof to the Lenders and shall act or not 
act upon the instructions of the Requisite Lenders (or of all the 
Lenders, to the extent required by Section 11.2), provided that the 
Administrative Agent shall not be required to act or not act if to do 
so would be contrary to any Loan Document or to applicable Law or 
would result, in the reasonable judgment of the Administrative A-
gent, in substantial risk of liability to the Administrative Agent, and 
except that if the Requisite Lenders (or all the Lenders, if required 
under Section 11.2) fail, for five (5) Banking Days after the receipt 
of notice from the Administrative Agent, to instruct the 
Administrative Agent, then the Administrative Agent, in its sole 
discretion, may act or not act as it deems advisable for the protection 
of the interests of the Lenders.

(e)	The Administrative Agent shall have no liability 
to any Lender for acting, or not acting, as instructed by the Requisite 
Lenders (or all the Lenders, if required under Section 11.2), 
notwithstanding any other provision hereof.

10.6  Liability of Administrative Agent.  Neither the 
Administrative Agent nor any of its directors, officers, agents, employees or 
attorneys shall be liable for any action taken or not taken by them under or 
in connection with the Loan Documents, except for their own gross 
negligence or willful misconduct.  Without limitation on the foregoing, the 
Administrative Agent and its directors, officers, agents, employees and 
attorneys:

(a)	May treat the payee of any Note as the holder 
thereof until the Administrative Agent receives notice of the 
assignment or transfer thereof, in form satisfactory to the 
Administrative Agent, signed by the payee, and may treat each 
Lender as the owner of that Lender's interest in the Obligations for 
all purposes of this Agreement until the Administrative Agent 
receives notice of the assignment or transfer thereof, in form 
satisfactory to the Administrative Agent, signed by that Lender.

(b)	May consult with legal counsel (including in-
house legal counsel), accountants (including in-house accountants) 
and other professionals or experts selected by it, or with legal 
counsel, accountants or other professionals or experts for Borrower 
and/or its Subsidiaries or the Lenders, and shall not be liable for any 
action taken or not taken by it in good faith in accordance with any 
advice of such legal counsel, accountants or other professionals or 
experts.

(c)	Shall not be responsible to any Lender for any 
statement, warranty or representation made in any of the Loan 
Documents or in any notice, certificate, report, request or other 
statement (written or oral) given or made in connection with any of 
the Loan Documents.

(d)	Except to the extent expressly set forth in the 
Loan Documents, shall have no duty to ask or inquire as to the 
performance or observance by Borrower or its Subsidiaries of any of 
the terms, conditions or covenants of any of the Loan Documents or 
to inspect any Collateral or the Property, books or records of 
Borrower or their Subsidiaries.

(e)	Will not be responsible to any Lender for the 
due execution, legality, validity, enforceability, genuineness, 
effectiveness, sufficiency or value of any Loan Document, any other 
instrument or writing furnished pursuant thereto or in connection 
therewith, or any Collateral.

(f)	Will not incur any liability by acting or not 
acting in reliance upon any Loan Document, notice, consent, 
certificate, statement, request or other instrument or writing believed 
in good faith by it to be genuine and signed or sent by the proper 
party or parties.

(g)	Will not incur any liability for any arithmetical 
error in computing any amount paid or payable by the Borrower or 
any Subsidiary or Affiliate thereof or paid or payable to or received 
or receivable from any Lender under any Loan Document, including, 
without limitation, principal, interest, commitment fees, Advances 
and other amounts; provided that, promptly upon discovery of such 
an error in computation, the Administrative Agent, the Lenders and 
(to the extent applicable) Borrower and/or its Subsidiaries or 
Affiliates shall make such adjustments as are necessary to correct 
such error and to restore the parties to the position that they would 
have occupied had the error not occurred.

10.7  Indemnification.  Each Lender shall, ratably in accor-
dance with its Pro Rata Share of the Commitment (if the Commitment is 
then in effect) or in accordance with its proportion of the aggregate 
Indebtedness then evidenced by the Notes (if the Commitment has then 
been terminated), indemnify and hold the Administrative Agent and its 
directors, officers, agents, employees and attorneys harmless against any 
and all liabilities, obligations, losses, damages, penalties, actions, judg-
ments, suits, costs, expenses or disbursements of any kind or nature whatso-
ever (including, without limitation, attorneys' fees and disbursements and 
allocated costs of attorneys employed by the Administrative Agent) that 
may be imposed on, incurred by or asserted against it or them in any way 
relating to or arising out of the Loan Documents (other than losses incurred 
by reason of the failure of Borrower to pay the Indebtedness represented by 
the Notes) or any action taken or not taken by it as Administrative Agent 
thereunder, except such as result from its own gross negligence or willful 
misconduct.  Without limitation on the foregoing, each Lender shall 
reimburse the Administrative Agent upon demand for that Lender's Pro Rata 
Share of any out-of-pocket cost or expense incurred by the Administrative 
Agent in connection with the negotiation, preparation, execution, delivery, 
amendment, waiver, restructuring, reorganization (including a bankruptcy 
reorganization), enforcement or attempted enforcement of the Loan 
Documents, to the extent that Borrower or any other Party is required by 
Section 11.3 to pay that cost or expense but fails to do so upon demand.  
Nothing in this Section 10.7 shall entitle the Administrative Agent to 
recover any amount from the Lenders if and to the extent that such amount 
has theretofore been recovered from Borrower or any of its Subsidiaries.  
To the extent that the Administrative Agent is later reimbursed such cost or 
expense by Borrower or any of its Subsidiaries, it shall return the amounts 
paid to it by the Lenders in respect of such cost or expense.

10.8  Successor Administrative Agent.  The Administrative 
Agent may, and at the request of the Requisite Lenders shall, resign as 
Administrative Agent upon thirty (30) days' notice to the Lenders and 
Borrower.  If the Administrative Agent shall resign as Administrative Agent 
under this Agreement, the Requisite Lenders shall appoint from among the 
Lenders a successor Administrative Agent for the Lenders, which successor 
Administrative Agent shall be approved by Borrower (and such approval 
shall not be unreasonably withheld or delayed).  If no successor 
Administrative Agent is appointed prior to the effective date of the 
resignation of the Administrative Agent, the Administrative Agent may 
appoint, after consulting with the Lenders and the Borrower, a successor 
Administrative Agent from among the Lenders.  Upon the acceptance of its 
appointment as successor Administrative Agent hereunder, such successor 
Administrative Agent shall succeed to all the rights, powers and duties of 
the retiring Administrative Agent and the term "Administrative Agent" shall 
mean such successor Administrative Agent and the retiring Administrative 
Agent's appointment, powers and duties as Administrative Agent shall be 
terminated.  After any retiring Administrative Agent's resignation hereunder 
as Administrative Agent, the provisions of this Article 10, and 
Sections 11.3, 11.11 and 11.22, shall inure to its benefit as to any actions 
taken or omitted to be taken by it while it was Administrative Agent under 
this Agreement.  If (a) the Administrative Agent has not been paid its 
agency fees under Section 3.6 or has not been reimbursed for any expense 
reimbursable to it under Section 11.3, in either case for a period of at least 
one (1) year and (b) no successor Administrative Agent has accepted 
appointment as Administrative Agent by the date which is thirty (30) days 
following a retiring Administrative Agent's notice of resignation, the 
retiring Administrative Agent's resignation shall nevertheless thereupon 
become effective and the Lenders shall perform all of the duties of the 
Administrative Agent hereunder until such time, if any, as the Requisite 
Lenders appoint a successor Administrative Agent as provided for above.

10.9  Foreclosure on Collateral.  In the event of foreclosure or 
enforcement of the Lien created by any of the Collateral Documents, title to 
the Collateral covered thereby shall be taken and held by the Collateral 
Agent (or an Affiliate or designee thereof) pro rata for the benefit of the 
Lenders in accordance with the Intercreditor Agreement and shall be 
administered in accordance with the standard form of collateral holding 
participation agreement used by the Collateral Agent in comparable 
syndicated credit facilities.

10.10  No Obligations of Borrower.  Nothing contained in 
this Article 10 shall be deemed to impose upon Borrower any obligation in 
respect of the due and punctual performance by the Administrative Agent of 
its obligations to the Lenders under any provision of this Agreement, and 
Borrower shall have no liability to the Administrative Agent or any of the 
Lenders in respect of any failure by the Administrative Agent or any Lender 
to perform any of its obligations to the Administrative Agent or the Lenders 
under this Agreement.  Without limiting the generality of the foregoing, 
where any provision of this Agreement relating to the payment of any 
amounts due and owing under the Loan Documents provides that such 
payments shall be made by Borrower to the Administrative Agent for the 
account of the Lenders, Borrower's obligations to the Lenders in respect of 
such payments shall be deemed to be satisfied upon the making of such 
payments to the Administrative Agent in the manner provided by this 
Agreement.

	Article 11
	MISCELLANEOUS


11.1  Cumulative Remedies; No Waiver.  The rights, powers, 
privileges and remedies of the Administrative Agent and the Lenders 
provided herein or in any Note or other Loan Document are cumulative and 
not exclusive of any right, power, privilege or remedy provided by Law or 
equity.  No failure or delay on the part of the Administrative Agent or any 
Lender in exercising any right, power, privilege or remedy may be, or may 
be deemed to be, a waiver thereof; nor may any single or partial exercise of 
any right, power, privilege or remedy preclude any other or further exercise 
of the same or any other right, power, privilege or remedy.  The terms and 
conditions of Article 8 hereof are inserted for the sole benefit of the 
Administrative Agent and the Lenders; the same may be waived in whole or 
in part, with or without terms or conditions, in respect of any Loan or Letter 
of Credit without prejudicing the Administrative Agent's or the Lenders' 
rights to assert them in whole or in part in respect of any other Loan.

11.2  Amendments; Consents.  No amendment, modification, 
supplement, extension, termination or waiver of any provision of this 
Agreement or any other Loan Document, no approval or consent 
thereunder, and no consent to any departure by the Borrower or any other 
Party therefrom, shall in any event be effective unless in writing signed by 
the Requisite Lenders (and, in the case of any amendment, modification or 
supplement of or to any Loan Document to which the Borrower or any 
Significant Subsidiary is a Party, signed by each such Party, and, in the case 
of any amendment, modification or supplement to Article 10, signed by the 
Administrative Agent), and then only in the specific instance and for the 
specific purpose given; and, without the approval in writing of all the 
Lenders, no amendment, modification, supplement, termination, waiver or 
consent may be effective:

(a)	To amend or modify the principal of, or the 
amount of principal, principal prepayments or the rate of interest 
payable on, any Note, or the amount of the Commitment or the Pro 
Rata Share of any Lender or the amount of any commitment fee 
payable to any Lender, or any other fee or amount payable to any 
Lender under the Loan Documents or to waive an Event of Default 
consisting of the failure of Borrower to pay when due principal, 
interest or any commitment fee;

(b)	To postpone any date fixed for any payment of 
principal of, prepayment of principal of or any installment of interest 
on, any Note or any installment of any commitment fee, or to extend 
the term of the Commitment, or to release the Subsidiary Guaranty 
(except with respect to any Significant Subsidiary which is the 
subject of a Disposition permitted hereunder);

(c)	to release any material portion of the Collateral 
except (i) as expressly provided for in Sections 11.25, 11.26 and 
11.27 and (ii) as otherwise expressly provided for in any Loan 
Document;

(d)	To amend the provisions of the definition of 
"Requisite Lenders", Articles 8 or 9 or this Section 11.2, or

(e)	To amend any provision of this Agreement that 
expressly requires the consent or approval of all the Lenders.

Any amendment, modification, supplement, termination, waiver or consent 
pursuant to this Section 11.2 shall apply equally to, and shall be binding 
upon, all the Lenders and the Administrative Agent.

11.3  Costs, Expenses and Taxes.  Borrower shall pay within 
five (5) Banking Days after demand, accompanied by an invoice therefor, 
the reasonable costs and expenses of the Administrative Agent in con-
nection with the negotiation, preparation, syndication, execution and deliv-
ery of the Loan Documents and any amendment thereto or waiver thereof.  
Borrower shall also pay on demand, accompanied by an invoice therefor, 
the reasonable costs and expenses of the Administrative Agent and the 
Lenders in connection with the refinancing, restructuring, reorganization 
(including a bankruptcy reorganization) and enforcement or attempted 
enforcement of the Loan Documents, and any matter related thereto.  The 
foregoing costs and expenses shall include filing fees, recording fees, title 
insurance fees, appraisal fees, search fees, and other out-of-pocket expenses 
and the reasonable fees and out-of-pocket expenses of any legal counsel 
(including reasonably allocated costs of legal counsel employed by the 
Administrative Agent or any Lender), independent public accountants and 
other outside experts retained by the Administrative Agent or any Lender, 
whether or not such costs and expenses are incurred or suffered by the 
Administrative Agent or any Lender in connection with or during the course 
of any bankruptcy or insolvency proceedings of Borrower or any Subsidiary 
thereof.  Such costs and expenses shall also include, in the case of any 
amendment or waiver of any Loan Document requested by Borrower, the 
administrative costs of the Administrative Agent reasonably attributable 
thereto.  Borrower shall pay any and all documentary and other taxes, 
excluding (i) taxes imposed on or measured in whole or in part by its 
overall net income, gross income or gross receipts and franchise taxes 
imposed on it by (A) any jurisdiction (or political subdivision thereof) in 
which it is organized or maintains its principal office or Eurodollar Lending 
Office or (B) any jurisdiction (or political subdivision thereof) in which it 
is "doing business", (ii) any withholding taxes or other taxes based on gross 
income imposed by the United States of America (other than withholding 
taxes and taxes based on gross income resulting from or attributable to any 
change in any law, rule or regulation or any change in the interpretation or 
administration of any law, rule or regulation by any Governmental Agency) 
or (iii) any withholding taxes or other taxes based on gross income imposed 
by the United States of America for any period with respect to which it has 
failed to provide Borrower with the appropriate form or forms required by 
Section 11.21, to the extent such forms are then required by applicable 
Laws, and all costs, expenses, fees and charges payable or determined to be 
payable in connection with the filing or recording of this Agreement, any 
other Loan Document or any other instrument or writing to be delivered 
hereunder or thereunder, or in connection with any transaction pursuant 
hereto or thereto, and shall reimburse, hold harmless and indemnify on the 
terms set forth in 11.11 the Administrative Agent and the Lenders from and 
against any and all loss, liability or legal or other expense with respect 
to or resulting from any delay in paying or failure to pay any such tax, cost, 
expense, fee or charge or that any of them may suffer or incur by reason of 
the failure of any Party to perform any of its Obligations.  Any amount 
payable to the Administrative Agent or any Lender under this Section 11.3 
shall bear interest from the second Banking Day following the date of 
demand for payment at the Default Rate.

11.4  Nature of Lenders' Obligations.  The obligations of the 
Lenders hereunder are several and not joint or joint and several.  Nothing 
contained in this Agreement or any other Loan Document and no action 
taken by the Administrative Agent or the Lenders or any of them pursuant 
hereto or thereto may, or may be deemed to, make the Lenders a 
partnership, an association, a joint venture or other entity, either among 
themselves or with the Borrower or any Affiliate of any of Borrower.  Each 
Lender's obligation to make any Advance pursuant hereto is several and not 
joint or joint and several, and in the case of the initial Advance only is 
conditioned upon the performance by all other Lenders of their obligations 
to make initial Advances.  A default by any Lender will not increase the 
Pro Rata Share of the Commitment attributable to any other Lender.  Any 
Lender not in default may, if it desires, assume in such proportion as the 
nondefaulting Lenders agree the obligations of any Lender in default, but is 
not obligated to do so.  The Administrative Agent agrees that it will use its 
best efforts either to induce the other Lenders to assume the obligations of a 
Lender in default or to obtain another Lender, reasonably satisfactory to 
Borrower, to replace such a Lender in default.

11.5  Survival of Representations and Warranties.  All 
representations and warranties contained herein or in any other Loan 
Document, or in any certificate or other writing delivered by or on behalf of 
any one or more of the Parties to any Loan Document, will survive the 
making of the Loans hereunder and the execution and delivery of the Notes, 
and have been or will be relied upon by the Administrative Agent and each 
Lender, notwithstanding any investigation made by the Administrative 
Agent or any Lender or on their behalf.

11.6  Notices.  Except as otherwise expressly provided in the 
Loan Documents, all notices, requests, demands, directions and other 
communications provided for hereunder or under any other Loan Document 
must be in writing and must be mailed, telegraphed, telecopied, dispatched 
by commercial courier or delivered to the appropriate party at the address 
set forth on the signature pages of this Agreement or other applicable Loan 
Document or, as to any party to any Loan Document, at any other address 
as may be designated by it in a written notice sent to all other parties to 
such Loan Document in accordance with this Section 11.6.  Except as 
otherwise expressly provided in any Loan Document, if any notice, request, 
demand, direction or other communication required or permitted by any 
Loan Document is given by mail it will be effective on the earlier of receipt 
or the fourth Banking Day after deposit in the United States mail with first 
class or airmail postage prepaid; if given by telegraph or cable, when 
delivered to the telegraph company with charges prepaid; if given by 
telecopier, when sent; if dispatched by commercial courier, on the 
scheduled delivery date; or if given by personal delivery, when delivered.

11.7  Execution of Loan Documents.  Unless the 
Administrative Agent otherwise specifies with respect to any Loan 
Document, (a) this Agreement and any other Loan Document may be 
executed in any number of counterparts and any party hereto or thereto may 
execute any counterpart, each of which when executed and delivered will 
be deemed to be an original and all of which counterparts of this Agreement 
or any other Loan Document, as the case may be, when taken together will 
be deemed to be but one and the same instrument and (b) execution of any 
such counterpart may be evidenced by a telecopier transmission of the 
signature of such party.  The execution of this Agreement or any other Loan 
Document by any party hereto or thereto will not become effective until 
counterparts hereof or thereof, as the case may be, have been executed by 
all the parties hereto or thereto.

11.8  Binding Effect; Assignment.

(a)	This Agreement and the other Loan Documents 
to which Borrower is a Party will be binding upon and inure to the 
benefit of Borrower, the Administrative Agent, each of the Lenders, 
and their respective successors and assigns, except that, except as 
permitted in Section 6.3, Borrower may not assign its rights 
hereunder or thereunder or any interest herein or therein without the 
prior written consent of all the Lenders.  Each Lender represents that 
it is not acquiring its Note with a view to the distribution thereof 
within the meaning of the Securities Act of 1933, as amended 
(subject to any requirement that disposition of such Note must be 
within the control of such Lender).  Any Lender may at any time 
pledge its Note or any other instrument evidencing its rights as a 
Lender under this Agreement to a Federal Reserve Bank, but no such 
pledge shall release that Lender from its obligations hereunder or 
grant to such Federal Reserve Bank the rights of a Lender hereunder 
absent foreclosure of such pledge.

(b)	From time to time following the Closing Date, 
each Lender may assign to one or more Eligible Assignees all or any 
portion of its Pro Rata Share of the Commitment; provided that 
(i) such Eligible Assignee, if not then a Lender or an Affiliate of the 
assigning Lender, shall be approved by the Administrative Agent and 
Borrower (neither of which approvals shall be unreasonably 
withheld or delayed), (ii) such assignment shall be evidenced by a 
Commitment Assignment and Acceptance, a copy of which shall be 
furnished to the Administrative Agent as hereinbelow provided, 
(iii) except in the case of an assignment to an Affiliate of the 
assigning Lender, to another Lender or of the entire remaining 
Commitment of the assigning Lender, the assignment shall not assign 
a Pro Rata Share of the Commitment, that, when added to the pro 
rata share of the TEGP Loan Outstandings being concurrently 
assigned to the same Eligible Assignee, is equivalent to less than 
$10,000,000, (iv) assignment of a Pro Rata Share of the 
Commitment must be concurrent with an assignment to the same 
Eligible Assignee of the same pro rata share of the assigning 
Lender's pro rata share of the TEGP Loan Outstandings and (v) the 
effective date of any such assignment shall be as specified in the 
Commitment Assignment and Acceptance, but not earlier than the 
date which is five (5) Banking Days after the date the Administrative 
Agent has received the Commitment Assignment and Acceptance.  
Upon the effective date of such Commitment Assignment and 
Acceptance, the Eligible Assignee named therein shall be a Lender 
for all purposes of this Agreement, with the Pro Rata Share of the 
Commitment therein set forth and, to the extent of such Pro Rata 
Share, the assigning Lender shall be released from its further 
obligations under this Agreement.  Borrower agrees that it shall 
execute and deliver (against delivery by the assigning Lender to 
Borrower of its Note) to such assignee Lender, a Note evidencing 
that assignee Lender's Pro Rata Share of the Commitment, and to the 
assigning Lender, a Note evidencing the remaining balance Pro Rata 
Share retained by the assigning Lender.

(c)	By executing and delivering a Commitment 
Assignment and Acceptance, the Eligible Assignee thereunder 
acknowledges and agrees that: (i) other than the representation and 
warranty that it is the legal and beneficial owner of the Pro Rata 
Share of the Commitment being assigned thereby free and clear of 
any adverse claim, the assigning Lender has made no representation 
or warranty and assumes no responsibility with respect to any 
statements, warranties or representations made in or in connection 
with this Agreement or the execution, legality, validity, 
enforceability, genuineness or sufficiency of this Agreement or any 
other Loan Document; (ii) the assigning Lender has made no 
representation or warranty and assumes no responsibility with 
respect to the financial condition of Borrower or the performance by 
Borrower of the Obligations; (iii) it has received a copy of this 
Agreement, together with copies of the most recent financial 
statements delivered pursuant to Section 7.1 and such other 
documents and information as it has deemed appropriate to make its 
own credit analysis and decision to enter into such Commitment 
Assignment and Acceptance; (iv) it will, independently and without 
reliance upon the Administrative Agent or any Lender and based on 
such documents and information as it shall deem appropriate at the 
time, continue to make its own credit decisions in taking or not 
taking action under this Agreement; (v) it appoints and authorizes the 
Administrative Agent to take such action and to exercise such 
powers under this Agreement as are delegated to the Administrative 
Agent by this Agreement; and (vi) it will perform in accordance with 
their terms all of the obligations which by the terms of this 
Agreement are required to be performed by it as a Lender.

(d)	The Administrative Agent shall maintain at the 
Administrative Agent's Office a copy of each Commitment Assign-
ment and Acceptance delivered to it and a register (the "Register") of 
the names and address of each of the Lenders and the Pro Rata Share 
of the Commitment held by each Lender, giving effect to each 
Commitment Assignment and Acceptance.  The Register shall be 
available during normal business hours for inspection by Borrower 
or any Lender upon reasonable prior notice to the Administrative 
Agent.  After receipt of a completed Commitment Assignment and 
Acceptance executed by any Lender and an Eligible Assignee, and 
receipt of an assignment fee of $2,500 from such Lender or Eligible 
Assignee, the Administrative Agent shall, promptly following the 
effective date thereof, provide to Borrower and the Lenders a revised 
Schedule 1.1 giving effect thereto.  Borrower, the Administrative 
Agent and the Lenders shall deem and treat the Persons listed as 
Lenders in the Register as the holders and owners of the Pro Rata 
Share of the Commitment listed therein for all purposes hereof, and 
no assignment or transfer of any such Pro Rata Share of the 
Commitment shall be effective, in each case unless and until a 
Commitment Assignment and Acceptance effecting the assignment 
or transfer thereof shall have been accepted by the Administrative 
Agent and recorded in the Register as provided above.  Prior to such 
recordation, all amounts owed with respect to the applicable Pro 
Rata Share of the Commitment shall be owed to the Lender listed in 
the Register as the owner thereof, and any request, authority or 
consent of any Person who, at the time of making such request or 
giving such authority or consent, is listed in the Register as a Lender 
shall be conclusive and binding on any subsequent holder, assignee 
or transferee of the corresponding Pro Rata Share of the 
Commitment.

(e)	Each Lender may from time to time grant 
participations to one or more lenders or other financial institutions 
(including another Lender) in a portion of its Pro Rata Share of the 
Commitment; provided, however, that (i) such Lender's obligations 
under this Agreement shall remain unchanged, (ii) such Lender shall 
remain solely responsible to the other parties hereto for the perfor-
mance of such obligations, (iii) the participating lenders or other 
financial institutions shall not be a Lender hereunder for any purpose 
except, if the participation agreement so provides, for the purposes 
of Sections 3.8, 3.9, 11.11 and 11.22 but only to the extent that the 
cost of such benefits to Borrower do not exceed the cost which 
Borrower would have incurred in respect of such Lender absent the 
participation, (iv) Borrower, the Administrative Agent and the other 
Lenders shall continue to deal solely and directly with such Lender 
in connection with such Lender's rights and obligations under this 
Agreement, (v) the participation interest shall be expressed as a 
percentage of the granting Lender's Pro Rata Share of the 
Commitment as it then exists and shall not restrict an increase in the 
Commitment, or in the granting Lender's Pro Rata Share of the 
Commitment, so long as the amount of the participation interest is 
not affected thereby, (vi) a participation in a percentage of the 
granting Lender's Pro Rata Share of the Commitment must be 
concurrent with a participation granted to the same participant of the 
same percentage of the granting Lender's pro rata share of the 
TEGP Loan Outstandings and (vii) the consent of the holder of such 
participation interest shall not be required for amendments or 
waivers of provisions of the Loan Documents other than those which 
(A) extend any Reduction Date, the Maturity Date or any other date 
upon which any payment of money is due to the Lenders, (B) reduce 
the rate of interest on the Notes, any fee or any other monetary 
amount payable to the Lenders, (C) reduce the amount of any 
installment of principal due under the Notes, or (D) release any 
material portion of the Collateral (except as otherwise expressly 
provided for in any Loan Document).

(f)	Notwithstanding anything in this Section 11.8 to 
the contrary, the rights of the Lenders to make assignments of, and 
grant participations in, their Pro Rata Shares of the Commitment 
shall be subject to the approval of any Gaming Board, to the extent 
required by applicable Gaming Laws, and to compliance with 
applicable securities laws.

11.9  Right of Setoff.  If an Event of Default has occurred and 
is continuing, the Administrative Agent may exercise its rights under 
Article 9 of the Uniform Commercial Code and other applicable Laws and 
the Administrative Agent or any Lender may (but only with the consent of 
the Requisite Lenders) to the extent permitted by applicable Laws, apply 
any funds in any deposit account maintained with it by Borrower and/or 
any Property of Borrower in its possession against the Obligations.

11.10  Sharing of Setoffs.  Each Lender severally agrees that 
if it, through the exercise of any right of setoff, banker's lien or 
counterclaim against Borrower, or otherwise, receives payment of the 
Obligations held by it that is ratably more than any other Lender, through 
any means, receives in payment of the Obligations held by that Lender, 
then, subject to applicable Laws:  (a) the Lender exercising the right of 
setoff, banker's lien or counterclaim or otherwise receiving such payment 
shall purchase, and shall be deemed to have simultaneously purchased, 
from the other Lender a participation in the Obligations held by the other 
Lender and shall pay to the other Lender a purchase price in an amount so 
that the share of the Obligations held by each Lender after the exercise of 
the right of setoff, banker's lien or counterclaim or receipt of payment shall 
be in the same proportion that existed prior to the exercise of the right of 
setoff, banker's lien or counterclaim or receipt of payment; and (b) such 
other adjustments and purchases of participations shall be made from time 
to time as shall be equitable to ensure that all of the Lenders share any 
payment obtained in respect of the Obligations ratably in accordance with 
each Lender's share of the Obligations immediately prior to, and without 
taking into account, the payment; provided that, if all or any portion of a 
disproportionate payment obtained as a result of the exercise of the right of 
setoff, banker's lien, counterclaim or otherwise is thereafter recovered from 
the purchasing Lender by Borrower or any Person claiming through or 
succeeding to the rights of Borrower, the purchase of a participation shall 
be rescinded and the purchase price thereof shall be restored to the extent of 
the recovery, but without interest.  Each Lender that purchases a 
participation in the Obligations pursuant to this Section 11.10 shall from 
and after the purchase have the right to give all notices, requests, demands, 
directions and other communications under this Agreement with respect to 
the portion of the Obligations purchased to the same extent as though the 
purchasing Lender were the original owner of the Obligations purchased.  
Borrower expressly consent to the foregoing arrangements and agree that 
any Lender holding a participation in an Obligation so purchased may 
exercise any and all rights of setoff, banker's lien or counterclaim with 
respect to the participation as fully as if the Lender were the original owner 
of the Obligation purchased.

11.11  Indemnity by Borrower.  Borrower agrees to indem-
nify, save and hold harmless the Administrative Agent and each Lender and 
their directors, officers, agents, attorneys and employees (collectively the 
"Indemnitees") from and against:  (a) any and all claims, demands, actions 
or causes of action (except a claim, demand, action, or cause of action for 
any amount excluded from the definition of "Taxes" in Section 3.12(d)) if 
the claim, demand, action or cause of action arises out of or relates to any 
act or omission (or alleged act or omission) of Borrower, its Affiliates or 
any of its officers, directors or stockholders relating to the Commitment, the 
use or contemplated use of proceeds of any Loan, or the relationship of 
Borrower and the Lenders under this Agreement; (b) any administrative or 
investigative proceeding by any Governmental Agency arising out of or 
related to a claim, demand, action or cause of action described in clause (a) 
above; and (c) any and all liabilities, losses, costs or expenses (including 
reasonable attorneys' fees and the reasonably allocated costs of attorneys 
employed by any Indemnitee and disbursements of such attorneys and other 
professional services) that any Indemnitee suffers or incurs as a result of the 
assertion of any foregoing claim, demand, action or cause of action; 
provided that no Indemnitee shall be entitled to indemnification for any loss 
caused by its own gross negligence or willful misconduct or for any loss 
asserted against it by another Indemnitee.  If any claim, demand, action or 
cause of action is asserted against any Indemnitee, such Indemnitee shall 
promptly notify Borrower, but the failure to so promptly notify Borrower 
shall not affect Borrower's obligations under this Section unless such failure 
materially prejudices Borrower's rights to participate in the contest of such 
claim, demand, action or cause of action, as hereinafter provided.  Such 
Indemnitee may (and shall, if requested by Borrower in writing) contest the 
validity, applicability and amount of such claim, demand, action or cause of 
action and shall permit Borrower to participate in such contest.  Any 
Indemnitee that proposes to settle or compromise any claim or proceeding 
for which Borrower may be liable for payment of indemnity hereunder shall 
give Borrower written notice of the terms of such proposed settlement or 
compromise reasonably in advance of settling or compromising such claim 
or proceeding and shall obtain Borrower's prior consent (which shall not be 
unreasonably withheld or delayed).  In connection with any claim, demand, 
action or cause of action covered by this Section 11.11 against more than 
one Indemnitee, all such Indemnitees shall be represented by the same legal 
counsel (which may be a law firm engaged by the Indemnitees or attorneys 
employed by an Indemnitee or a combination of the foregoing) selected by 
the Indemnitees and reasonably acceptable to Borrower; provided, that if 
such legal counsel determines in good faith that representing all such 
Indemnitees would or could result in a conflict of interest under Laws or 
ethical principles applicable to such legal counsel or that a defense or 
counterclaim is available to an Indemnitee that is not available to all such 
Indemnitees, then to the extent reasonably necessary to avoid such a 
conflict of interest or to permit unqualified assertion of such a defense or 
counterclaim, each Indemnitee shall be entitled to separate representation 
by legal counsel selected by that Indemnitee and reasonably acceptable to 
Borrower, with all such legal counsel using reasonable efforts to avoid 
unnecessary duplication of effort by counsel for all Indemnitees; and further 
provided that the Administrative Agent (as an Indemnitee) shall at all times 
be entitled to representation by separate legal counsel (which may be a law 
firm or attorneys employed by the Administrative Agent or a combination 
of the foregoing).  Any obligation or liability of Borrower to any 
Indemnitee under this Section 11.11 shall survive the expiration or 
termination of this Agreement and the repayment of all Loans and the 
payment and performance of all other Obligations owed to the Lenders.

11.12  Nonliability of the Lenders.  Borrower acknowledges 
and agrees that:

(a)	Any inspections of any Property of Borrower 
made by or through the Administrative Agent or the Lenders are for 
purposes of administration of the Loan only and Borrower is not 
entitled to rely upon the same (whether or not such inspections are at 
the expense of Borrower);

(b)	By accepting or approving anything required to 
be observed, performed, fulfilled or given to the Administrative 
Agent or the Lenders pursuant to the Loan Documents, neither the 
Administrative Agent nor the Lenders shall be deemed to have 
warranted or represented the sufficiency, legality, effectiveness or 
legal effect of the same, or of any term, provision or condition 
thereof, and such acceptance or approval thereof shall not constitute 
a warranty or representation to anyone with respect thereto by the 
Administrative Agent or the Lenders;

(c)	The relationship between Borrower and the 
Administrative Agent and the Lenders is, and shall at all times 
remain, solely that of Borrower and the Lenders; neither the 
Administrative Agent nor the Lenders shall under any circumstance 
be construed to be partners or joint venturers of Borrower or its 
Affiliates; neither the Administrative Agent nor the Lenders shall 
under any circumstance be deemed to be in a relationship of confi-
dence or trust or a fiduciary relationship with Borrower or its 
Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; 
neither the Administrative Agent nor the Lenders undertake or 
assume any responsibility or duty to Borrower or its Affiliates to 
select, review, inspect, supervise, pass judgment upon or inform 
Borrower or its Affiliates of any matter in connection with their 
Property or the operations of Borrower or its Affiliates; Borrower 
and its Affiliates shall rely entirely upon their own judgment with 
respect to such matters; and any review, inspection, supervision, 
exercise of judgment or supply of information undertaken or 
assumed by the Administrative Agent or the Lenders in connection 
with such matters is solely for the protection of the Administrative 
Agent and the Lenders and neither Borrower nor any other Person is 
entitled to rely thereon; and

(d)	The Administrative Agent and the Lenders shall 
not be responsible or liable to any Person for any loss, damage, lia-
bility or claim of any kind relating to injury or death to Persons or 
damage to Property caused by the actions, inaction or negligence of 
Borrower and/or its Affiliates and Borrower hereby indemnifies and 
holds the Administrative Agent and the Lenders harmless on the 
terms set forth in Section 11.11 from any such loss, damage, liability 
or claim.

11.13  No Third Parties Benefited.  This Agreement is made 
for the purpose of defining and setting forth certain obligations, rights and 
duties of Borrower, the Administrative Agent and the Lenders in connection 
with the Loans, and is made for the sole benefit of Borrower, the 
Administrative Agent and the Lenders, and the Administrative Agent's and 
the Lenders' successors and assigns.  Except as provided in Sections 11.8 
and 11.11, no other Person shall have any rights of any nature hereunder or 
by reason hereof.

11.14  Confidentiality.  Each Lender agrees to hold any 
confidential information that it may receive from Borrower pursuant to this 
Agreement in confidence, except for disclosure:  (a) to an Affiliate of that 
Lender provided that the recipient has accepted such information subject to 
a confidentiality agreement substantially similar to this Section 11.14; (b) to 
other Lenders; (c) to legal counsel and accountants for Borrower or any 
Lender; (d) to other professional advisors to Borrower or any Lender, 
provided that the recipient has accepted such information subject to a 
confidentiality agreement substantially similar to this Section 11.14; (e) to 
regulatory officials having jurisdiction over that Lender; (f) to any Gaming 
Board having regulatory jurisdiction over Borrower or its Subsidiaries, 
provided that each Lender agrees to use its best efforts to notify Borrower 
of any such disclosure unless prohibited by applicable Laws; (g) as required 
by Law or legal process or in connection with any legal proceeding to 
which that Lender and Borrower are adverse parties; and (h) to another 
financial institution in connection with a disposition or proposed disposition 
to that financial institution of all or part of that Lender's interests 
hereunder or a participation interest in its Note, provided that the recipient 
has accepted such information subject to a confidentiality agreement 
substantially similar to this Section 11.14.  For purposes of the foregoing, 
"confidential information" shall mean any information respecting Borrower 
or its Subsidiaries reasonably considered by Borrower to be confidential, 
other than (i) information previously filed with any Governmental Agency 
and available to the public, (ii) information previously published in any 
public medium from a source other than, directly or indirectly, that Lender, 
and (iii) information previously disclosed by Borrower to any Person not 
associated with Borrower without a confidentiality agreement or obligation 
substantially similar to this Section 11.14.  Nothing in this Section shall be 
construed to create or give rise to any fiduciary duty on the part of the 
Administrative Agent or the Lenders to Borrower.

11.15  Further Assurances.  Borrower and the Significant 
Subsidiaries shall, at their expense and without expense to the Lenders or 
the Administrative Agent, do, execute and deliver such further acts and 
documents as the Requisite Lenders or the Administrative Agent from time 
to time reasonably require for the assuring and confirming unto the Lenders 
or the Administrative Agent of the rights hereby created or intended now or 
hereafter so to be, or for carrying out the intention or facilitating the 
performance of the terms of any Loan Document.

11.16  Integration.  This Agreement, together with the other 
Loan Documents and the letter agreements referred to in Sections 3.2, 3.3 
and 3.5, comprises the complete and integrated agreement of the parties on 
the subject matter hereof and supersedes all prior agreements, written or 
oral, on the subject matter hereof.  In the event of any conflict between the 
provisions of this Agreement and those of any other Loan Document, the 
provisions of this Agreement shall control and govern; provided that the 
inclusion of supplemental rights or remedies in favor of the Administrative 
Agent or the Lenders in any other Loan Document shall not be deemed a 
conflict with this Agreement.  Each Loan Document was drafted with the 
joint participation of the respective parties thereto and shall be construed 
neither against nor in favor of any party, but rather in accordance with the 
fair meaning thereof.
11.17  Governing Law.  Except to the extent otherwise 
provided therein, each Loan Document shall be governed by, and construed 
and enforced in accordance with, the local Laws of California.

11.18  Severability of Provisions.  Any provision in any Loan 
Document that is held to be inoperative, unenforceable or invalid as to any 
party or in any jurisdiction shall, as to that party or jurisdiction, be 
inoperative, unenforceable or invalid without affecting the remaining 
provisions or the operation, enforceability or validity of that provision as to 
any other party or in any other jurisdiction, and to this end the provisions of 
all Loan Documents are declared to be severable.

11.19  Headings.  Article and Section headings in this 
Agreement and the other Loan Documents are included for convenience of 
reference only and are not part of this Agreement or the other Loan 
Documents for any other purpose.

11.20  Time of the Essence.  Time is of the essence of the 
Loan Documents.

11.21  Foreign Lenders and Participants.  Each Lender that is 
incorporated or otherwise organized under the Laws of a jurisdiction other 
than the United States of America or any State thereof or the District of 
Columbia shall deliver to Borrower (with a copy to the Administrative 
Agent), within twenty (20) days after the Closing Date (or after accepting 
an assignment or receiving a participation interest herein pursuant to Sec-
tion 11.8, if applicable) two duly completed copies, signed by a 
Responsible Official, of either Form 1001 (relating to such Lender and 
entitling it to a complete exemption from withholding on all payments to be 
made to such Lender by Borrower pursuant to this Agreement) or 
Form 4224 (relating to all payments to be made to such Lender by the 
Borrower pursuant to this Agreement) of the United States Internal Revenue 
Service or such other evidence (including, if reasonably necessary, 
Form W-9) satisfactory to Borrower and the Administrative Agent that no 
withholding under the federal income tax laws is required with respect to 
such Lender.  Thereafter and from time to time, each such Lender shall 
(a) promptly submit to Borrower (with a copy to the Administrative Agent), 
such additional duly completed and signed copies of one of such forms (or 
such successor forms as shall be adopted from time to time by the relevant 
United States taxing authorities) as may then be available under then 
current United States laws and regulations to avoid, or such evidence as is 
satisfactory to Borrower and the Administrative Agent of any available 
exemption from, United States withholding taxes in respect of all payments 
to be made to such Lender by Borrower pursuant to this Agreement and 
(b) take such steps as shall not be materially disadvantageous to it, in the 
reasonable judgment of such Lender, and as may be reasonably necessary 
(including the re-designation of its Eurodollar Lending Office, if any) to 
avoid any requirement of applicable Laws that Borrower makes any 
deduction or withholding for taxes from amounts payable to such Lender.  
In the event that Borrower or the Administrative Agent become aware that a 
participation has been granted pursuant to Section 11.8(e) to a financial 
institution that is incorporated or otherwise organized under the Laws of a 
jurisdiction other than the United States of America, any State thereof or 
the District of Columbia, then, upon request made by Borrower or the 
Administrative Agent to the Lender which granted such participation, such 
Lender shall cause such participant financial institution to deliver the same 
documents and information to Borrower and the Administrative Agent as 
would be required under this Section if such financial institution were a 
Lender.

11.22  Hazardous Material Indemnity.  Borrower hereby 
agrees to indemnify, hold harmless and defend (by counsel reasonably 
satisfactory to the Administrative Agent) the Administrative Agent and each 
of the Lenders and their respective directors, officers, employees, agents, 
successors and assigns from and against any and all claims, losses, 
damages, liabilities, fines, penalties, charges, administrative and judicial 
proceedings and orders, judgments, remedial action requirements, 
enforcement actions of any kind, and all costs and expenses incurred in 
connection therewith (including but not limited to reasonable attorneys' fees 
and the reasonably allocated costs of attorneys employed by the 
Administrative Agent or any Lender, and expenses to the extent that the 
defense of any such action has not been assumed by Borrower), arising 
directly or indirectly out of (i) the presence on, in, under or about any Real 
Property of any Hazardous Materials, or any releases or discharges of any 
Hazardous Materials on, under or from any Real Property and (ii) any 
activity carried on or undertaken on or off any Real Property by Borrower 
or any of its predecessors in title, whether prior to or during the term of 
this Agreement, and whether by Borrower or any predecessor in title or any 
employees, agents, contractors or subcontractors of Borrower or any 
predecessor in title, or any third persons at any time occupying or present 
on any Real Property, in connection with the handling, treatment, removal, 
storage, decontamination, clean-up, transport or disposal of any Hazardous 
Materials at any time located or present on, in, under or about any Real 
Property.  The foregoing indemnity shall further apply to any residual 
contamination on, in, under or about any Real Property, or affecting any 
natural resources, and to any contamination of any Property or natural 
resources arising in connection with the generation, use, handling, storage, 
transport or disposal of any such Hazardous Materials, and irrespective of 
whether any of such activities were or will be undertaken in accordance 
with applicable Laws, but the foregoing indemnity shall not apply to 
Hazardous Materials on any Real Property, the presence of which is caused 
by the Administrative Agent or the Lenders.  Borrower hereby 
acknowledges and agrees that, notwithstanding any other provision of this 
Agreement or any of the other Loan Documents to the contrary, the 
obligations of Borrower under this Section (and under Sections 4.18 and 
5.14) shall be unlimited corporate obligations of Borrower and shall not be 
secured by any deed of trust on any Real Property.  Any obligation or 
liability of Borrower to any Indemnitee under this Section 11.22 shall 
survive the expiration or termination of this Agreement and the repayment 
of all Loans and the payment and performance of all other Obligations 
owed to the Lenders.

11.23  Gaming Boards.  The Administrative Agent and each 
of the Lenders agree to cooperate with all Gaming Boards in connection 
with the administration of their regulatory jurisdiction over Borrower and 
its Subsidiaries, including the provision of such documents or other 
information as may be requested by any such Gaming Board relating to 
Borrower or any of its Subsidiaries or to the Loan Documents.

11.24  Removal of a Lender.  Borrower shall have the right to 
remove a Lender as a party to this Agreement in accordance with this 
Section (a) under the circumstances set forth in Sections 2.11, 3.7, 3.8 and 
3.12(d) or if any participant permitted by Section 11.8(e) with respect to 
such Lender makes a claim for payment under any of such Sections, (b) if 
such Lender is the subject of a Lender Disqualification and (c) upon the 
occurrence of any event or circumstance which allows TEGP to remove the 
same Lender as a party to the TEGP Loan Agreement; provided that (i) no 
Default or Event of Default then exists and (ii) such Lender is concurrently 
removed as a party to the TEGP Loan Agreement pursuant to Section 8.20 
thereof.  If Borrower is so entitled to remove a Lender pursuant to this 
Section either:

(x)	Upon notice from Borrower, the Lender being removed 
shall execute and deliver a Commitment Assignment and 
Acceptance covering that Lender's Pro Rata Share of the 
Commitment and that Lender's Pro Rata Share of the TEGP 
Loan Outstandings in favor of one or more Eligible Assignees 
designated by Borrower (and acceptable to the Administrative 
Agent, which acceptance shall not be unreasonably delayed or 
withheld) and which Eligible Assignees shall have identical 
percentage interests in the Commitment and the TEGP Loan 
Outstandings, subject to (i) payment of a purchase price by 
such Eligible Assignee equal to all principal and accrued 
interest, fees and other amounts payable to such Lender under 
this Agreement and the TEGP Loan Agreement through the 
date of assignment and (ii) the written release of the Issuing 
Lender and the Swing Line Lender of such Lender's 
obligations under Sections 2.4(c) and 2.10(d) or delivery by 
such Eligible Assignee of such appropriate assurances and 
indemnities (which may include letters of credit) as such 
Lender may reasonably require with respect to its 
participation interest in any Letters of Credit then outstanding 
or any Swing Line Outstandings; or

(y)	Borrower may reduce the Commitment pursuant to 
Section 2.5 (and, for this purpose, the numerical requirements 
of such Section shall not apply) by an amount equal to that 
Lender's Pro Rata Share of the Commitment, pay and provide 
to such Lender the amounts, assurances and indemnities 
described in subclauses (i) and (ii) of clause (x) above and 
release such Lender from its Pro Rata Share of the 
Commitment, provided that concurrently therewith, the TEGP 
Loan Outstandings are reallocated in the manner described in 
Section 8.20(b) of the TEGP Loan Agreement.  In the event 
that the Commitment is reduced pursuant to this clause (y), 
subsequent Reduction Amounts shall be reduced by a 
proportional amount.

11.25  Release of Tropicana Collateral.  In the event that the 
Jaffe  Transaction is effected such that, pursuant to Section 5.10, the TEGP 
Property becomes subject to the Lien of the Collateral Documents, such 
Lien may be released (so long as no Event of Default then exists under this 
Agreement or the Term Loan Agreement) with the written approval of (a) 
the Requisite Lenders and (b) the Requisite Lenders under the Term Loan 
Agreement.

11.26  Termination; Release of Liens.  Upon (a) the 
expiration or termination of the Commitment, (b) the full and final payment 
in Cash of the Loans, all interest and fees with respect thereto, (c) the 
reimbursement of all draws under Letters of Credit and the payment of all 
fees with respect thereto, (d) the expiration of all Letters of Credit or the 
deposit of Cash collateral with the Issuing Lender in the effective face 
amount thereof, (e) the payment of all amounts then demanded by any 
Lender or indemnitee under Sections 3.7, 3.8, 11.11 and 11.22 and (f) the 
payment of all other amounts then due under the Loan Documents, the 
Administrative Agent is hereby authorized by the Lenders to, and the 
Administrative Agent shall, upon the request of Borrower, execute and 
deliver to Borrower discharges from further compliance with the covenants 
contained in Articles 5, 6 and 7 and releases of the Liens created by the 
Collateral Documents, and shall return any Property pledged to the 
Administrative Agent as Collateral for the Obligations, notwithstanding the 
survival of any provisions of this Agreement herein provided for.

11.27  Other Lien Releases.  In addition to the provisions of 
Section 11.26, each of the Lenders hereby authorizes the Administrative 
Agent to, and the Administrative Agent shall, release any Lien granted to or 
held by the Administrative Agent upon any Collateral (i) sold, transferred 
or otherwise disposed of in connection with any transaction not prohibited 
by the Loan Documents, (ii) constituting Property leased to Borrower or its 
Subsidiaries under a lease which has expired or been terminated in a 
transaction not prohibited by the Loan Documents or which will 
concurrently expire and which has not been, and is not intended by 
Borrower or the relevant Subsidiary to be, renewed or extended, 
(iii) consisting of an instrument, if the Indebtedness evidenced by such 
instrument has been finally repaid in full and (iv) if approved or consented 
to by those of the Lenders required by Section 11.2.  If the Collateral so 
released consists of capital stock of a Significant Subsidiary, then the 
Administrative Agent shall concurrently also release such Significant 
Subsidiary from its obligations under the Subsidiary Guaranty.  Upon the 
request of the Administrative Agent, each Lender shall promptly provide 
written confirmation of the authority of the Administrative Agent to release 
such Liens upon any one or more items of Collateral under this Section.

11.28  Waiver of Right to Trial by Jury.  EACH PARTY TO 
THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO 
TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF 
ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY 
WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE 
DEALINGS OF THE PARTY HERETO OR ANY OF THEM WITH 
RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS 
RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING 
OR HEREAFTER ARISING, AND WHETHER SOUNDING IN 
CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY 
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, 
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY 
COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO 
THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A 
COPY OF THIS SECTION WITH ANY COURT AS WRITTEN 
EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO 
THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

11.29  Purported Oral Amendments.  BORROWER 
EXPRESSLY ACKNOWLEDGES THAT THIS AGREEMENT AND THE 
OTHER LOAN DOCUMENTS MAY ONLY BE AMENDED OR 
MODIFIED, OR THE PROVISIONS HEREOF OR THEREOF WAIVED 
OR SUPPLEMENTED, BY AN INSTRUMENT IN WRITING THAT 
COMPLIES WITH SECTION 11.2.  BORROWER AGREES THAT IT 
WILL NOT RELY ON ANY COURSE OF DEALING, COURSE OF PER-
FORMANCE, OR ORAL OR WRITTEN STATEMENTS BY ANY 
REPRESENTATIVE OF THE ADMINISTRATIVE AGENT OR ANY 
LENDER THAT DOES NOT COMPLY WITH SECTION 11.2 TO 
EFFECT AN AMENDMENT, MODIFICATION, WAIVER OR 
SUPPLEMENT TO THIS AGREEMENT OR THE OTHER LOAN 
DOCUMENTS.

IN WITNESS WHEREOF, the parties hereto have caused this 
Agreement to be duly executed as of the date first above written.

AZTAR CORPORATION


By:    NEIL A. CIARFALIA
            Neil A. Ciarfalia
               Treasurer

Address:

Aztar Corporation
2390 East Camelback Road
Suite 400
Phoenix, Arizona 85016

Attn: Neil A. Ciarfalia
  Treasurer

Telecopier:  (602) 381-4108
Telephone:   (602) 381-4113


BANK OF AMERICA NATIONAL TRUST 
AND SAVINGS ASSOCIATION, as 
Administrative Agent


By:    JANICE HAMMOND
   	Janice Hammond
Vice President

Address:

Bank of America National Trust and Savings 
Association
555 South Flower Street, 11th Floor, #20529
Los Angeles, California  90071

Attn:  Janice Hammond, Vice President

Telecopier:  (213) 228-2299
Telephone:   (213) 228-9861


BANK OF AMERICA NATIONAL TRUST 
AND SAVINGS ASSOCIATION, as a Lender


By:   SCOTT L. FABER
   	Scott L. Faber
Vice President

Address:

Bank of America National Trust and Savings 
Association
555 South Flower Street, 11th Floor, #3283
Los Angeles, California  90071

Attn: Scott L. Faber, Vice President

Telecopier:  (213) 228-2641 
Telephone:   (213) 228-2768

With a copy to:

Bank of America National Trust and
Savings Association
555 South Flower Street (LA-5777)
Los Angeles, California  90071

Attn:	William Newby 
Managing Director

Telecopier:  (213) 228-3145
Telephone:   (213) 228-2438


BANKERS TRUST COMPANY, as 
Documentation Agent and as a Lender



By	GINA S. THOMPSON
Gina S. Thompson

Address:

Bankers Trust Company
130 Liberty Street
New York, New York 10006

Attn: David Bell
Vice President

Telecopier: (212) 250-7218
Telephone: (212) 250-9048


SOCIETE GENERALE, as Documentation 
Agent  and as a Lender



By	DONALD L. SCHUBERT
Donald L. Schubert
First Vice President

Address:

Societe Generale
2029 Century Park East, Suite 2900
Los Angeles, California 90067

Attn: Donald L. Schubert
First Vice President

Telecopier: (310) 551-1537
Telephone: (310) 788-7104

With a copy sent to:

Societe Generale
2029 Century Park East, Suite 2900
Los Angeles, California 90067

Attn: Jane van Brussel

Telecopier: (310) 788-7106
Telephone: 9310) 551-1537

BANK OF SCOTLAND, as Co-Agent and as a 
Lender

By	ANNIE CHIN TAT
Annie Chin Tat
Vice President

Address:

Bank of Scotland
565 Fifth Avenue
New York, New York 10017

Attn: Annie Chin Tat

Telecopier: (212) 557-9460
Telephone: (212) 450-0871

With a copy to:

Bank of Scotland
660 South Figueroa Street, Suite 1760
Los Angeles, California 90017

Attn: Kandis Jaffrey

Telecopier: (213) 489-3594
Telephone: (213) 629-3057

CREDIT LYONNAIS LOS ANGELES 
BRANCH, as Co-Agent and as a Lender



By	DIANNE M. SCOTT
Dianne M. Scott
Vice President and Manager

Address:

Credit Lyonnais Los Angeles Branch
515 South Flower Street, 22nd Floor
Los Angeles, California 90071

Attn: Glenn Harvey

Telecopier: (213) 623-3437
Telephone: (213) 362-5956

With a copy to:

Ron Finn, Esquire
Legal Department
Credit Lyonnais, New York Branch
1301 Avenue of the Americas
New York, New York 10019

Telecopier: (212) 459-3187
Telephone: (212) 261-7050


PNC BANK, NATIONAL ASSOCIATION, as 
Co-Agent and as a Lender



By	G.W. WESSELS
Gary W. Wessels
Vice President
Address:

PNC Bank, N.A.
Two Tower Center, 16th Floor
East Brunswick, New Jersey 08816

Attn: Denise D. Killen

Telecopier: (732) 220-3270
Telephone: (732) 220-3262


ABN AMRO BANK, N.V., as a Lender



By	JEFFREY A. FRENCH
Jeffrey A. French
Group Vice President and Director


By	M. TOLENTINO
Michael Tolentino
Assistant Vice President and Credit 
Analyst

Address:

ABN AMRO Bank, N.V.
101 California Street, Suite 4550
San Francisco, California 94111-5812

Attn: Michael Tolentino

Telecopier: (415) 362-3524
Telephone: (415) 984-3722


IMPERIAL BANK, A CALIFORNIA 
BANKING CORPORATION, as a Lender



By	STEVEN K. JOHNSON
	Steven K. Johnson
	Senior Vice President
[Printed Name and Title]

Address:

Imperial Bank
9920 South La Cienega Boulevard, 14th Floor
Inglewood, California 90301

Attn: Steven K. Johnson

Telecopier: (310) 417-5997
Telephone: (310) 417-5657
KEYBANK NATIONAL ASSOCIATION, as a 
Lender


By	MARY K. YOUNG
Mary K. Young
Commercial Banking Officer

Address:

KeyBank National Association
700 Fifth Avenue, 46th Floor
Seattle, Washington 98104

Attn: Mary K. Young

Telecopier: (206) 684-6035
Telephone: (206) 684-6085
THE MITSUBISHI TRUST AND BANKING 
CORPORATION, LOS ANGELES AGENCY, 
as a Lender


By	Y.  SATOMI
Yasushi Satomi
Senior Vice President and Chief Manager

Address:

The Mitsubishi Trust and Banking Corporation, 
Los Angeles Agency
801 South Figueroa Street, Suite 500
Los Angeles, California 90017

Attn: F. Frank Herrera
Telecopier: (213) 687-4631
Telephone: (213) 896-4652


	EXHIBIT A

	COMMITMENT ASSIGNMENT AND ACCEPTANCE


		This COMMITMENT ASSIGNMENT AND ACCEPTANCE 
("Assignment") dated as of ____________, ____ is made with reference to 
the following loan agreements:

		A.	That certain Amended and Restated Reducing 
Revolving Loan Agreement dated as of May 28, 1998 (as amended, 
extended, renewed, supplemented or otherwise modified from time to time, 
the "Aztar Loan Agreement") by and among Aztar Corporation, a Delaware 
corporation, ("Borrower"), the lenders from time to time party thereto (the 
"Lenders"), and Bank of America National Trust and Savings Association, 
as Administrative Agent for itself and for the Lenders; and

		B.	That certain Second Amended and Restated Loan 
Agreement dated as of October 4, 1994 (as amended, extended, renewed, 
supplemented or otherwise modified from time to time, the "TEGP Loan 
Agreement") by and among Tropicana Enterprises, a Nevada general 
partnership ("TEGP"), Hotel Ramada of Nevada, a Nevada corporation 
("HRN"), the Banks, Lead Managers, Co-Agents, and Co-Managing Agent 
referred to therein, and Bank of America National Trust and Savings 
Association, as Administrative Agent for itself and for the Banks.
	
		This Assignment is entered into between 
_________________________, the "Assignor" in its capacity as a Lender 
under the Aztar Loan Agreement and as a Bank under the TEGP Loan 
Agreement, and ____________________________, the "Assignee."  The 
Assignor and Assignee hereby represent, warrant and agree as follows:

	1.	Definitions.  Capitalized terms used but otherwise not defined 
herein shall have the respective meanings assigned to them in the Loan 
Agreements.  In addition, as used in this Assignment, the following 
capitalized terms shall have the meanings set forth below:

		"Assigned Aztar Pro Rata Share" means that interest in and to 
all the Assignor's rights and obligations under the Aztar Loan Agreement as 
of the date hereof which represents the percentage interest specified in Item 
2 of Schedule A to this Assignment.

		"Assigned TEGP Pro Rata Share" means that interest in and 
to all the Assignor's rights and obligations under the TEGP Loan Agreement 
as of the date hereof which represents the percentage interest specified in 
Item 2 of Schedule A to this Assignment.

		"Aztar Loan Documents" means the "Loan Documents" as 
such term is defined in the Aztar Loan Agreement.

		"Aztar Note" means a Note issued by Borrower pursuant to 
the Aztar Loan Agreement.

		"Effective Date" means the effective date of this Assignment 
as determined in accordance with Section 10 of this Assignment.

		"Loan Agreements" means, collectively, the Aztar Loan 
Agreement and the TEGP Loan Agreement.

		"TEGP Loan Documents" means "Loan Documents" as such 
term is defined in the TEGP Loan Agreement.

		"TEGP Note" means the Master Note issued by TEGP 
pursuant to the TEGP Loan Agreement.

	2.	Representations and Warranties of the Assignor.  The 
Assignor represents and warrants as follows:

			(a)	The Assignor is the legal and beneficial owner 
of the Assigned Aztar Pro Rata Share and the Assigned TEGP Pro Rata 
Share.  The Assigned Aztar Pro Rata Share and the Assigned TEGP Pro 
Rata Share are each free and clear of any adverse claim.

			(b)	The Assignor has full power and authority, and 
has taken all action necessary, to execute and deliver this Assignment 
and any and all other documents required to be executed by it in 
connection with this Assignment and to fulfill its obligations under, and 
to consummate the transactions contemplated by this Assignment, and 
no governmental authorizations or other authorizations are required in 
connection herewith.

			(c)	This Assignment constitutes the legal, valid and 
binding obligation of the Assignor.

			(d)	The Assignor makes no representation or 
warranty other than those expressly set forth above and assumes no 
responsibility with respect to the financial condition of the Borrower or 
its Subsidiaries, TEGP or HRN, the performance by Borrower or its 
Subsidiaries of their obligations under the Aztar Loan Agreement and 
the other Aztar Loan Documents or the performance by TEGP or HRN 
of their respective obligations under the TEGP Loan Agreement and the 
other TEGP Loan Documents, and assumes no responsibility with 
respect to any statements, warranties or representations made in or in 
connection with the Loan Agreements or the execution, legality, 
validity, enforceability, genuineness, or sufficiency of either Loan 
Agreement or any Loan Document referred to therein.

	3.	Representations and Warranties of the Assignee.  The 
Assignee represents and warrants as follows:

			(a)	The Assignee has full power and authority, and 
has taken all action necessary, to execute and deliver this Assignment 
and any and all other documents required to be executed by it in 
connection with this Assignment and to fulfill its obligations under, and 
to consummate the transactions contemplated by this Assignment, and 
no governmental authorizations or other authorizations are required in 
connection herewith.

			(b)	The Assignee has independently and without 
reliance upon the Administrative Agent or the Assignor and based on 
such documents and information as the Assignee has deemed 
appropriate, made its own credit analysis and decision to enter into this 
Assignment.  The Assignee will, independently and without reliance 
upon the Administrative Agent or any Lender or Bank, and based upon 
such documents and information as it shall deem appropriate at the 
time, continue to make its own credit decisions in taking or not taking 
action under the Aztar Loan Agreement and/or the TEGP Loan 
Agreement.

			(c)	The Assignee has received copies of the Loan 
Agreements together with copies of the financial statements referred to 
therein and such other documents and information as it has deemed 
appropriate to make its own credit analysis and decision to enter into 
this Assignment.

			(d)	The Assignee is an Eligible Assignee.

			(e)	The Assignee will perform in accordance with 
their respective terms all of the obligations which, by the terms of the 
Loan Agreements, are required to be performed by it as a Lender and as 
a Bank.

			(f)	This Assignment constitutes the legal, valid and 
binding obligation of the Assignor.

	4.	Assignment.  On the terms set forth herein, the Assignor, as 
of the Effective Date, hereby irrevocably sells, and assigns and transfers to 
the Assignee all of the rights and obligations of the Assignor under (a) the 
Aztar Loan Agreement, the other Aztar Loan Documents and Assignor's 
Aztar Note to the extent of the Assigned Aztar Pro Rata Share, and (b) the 
TEGP Loan Agreement, the TEGP Loan Documents and the TEGP Note, to 
the extent of the Assigned TEGP Pro Rata Share, and the Assignee 
irrevocably accepts such assignment of the rights and assumes such 
obligations from the Assignor on such terms as of the Effective Date.  As of 
the Effective Date, the Assignee shall have the rights and obligations of a 
"Lender" under the Aztar Loan Documents and a "Bank" under the TEGP 
Loan Documents, respectively, and the Assignor shall to the extent 
provided in this Assignment relinquish such rights and interest and be 
released from such liabilities, duties and obligations under the Aztar Loan 
Documents and the TEGP Loan Documents, respectively.  The Assignee 
hereby appoints and authorizes the Administrative Agent, the Issuing 
Lender, and Swing Line Lender, as the case may be, to take such action and 
to exercise such powers as delegated to the Administrative Agent, the 
Issuing Lender, and Swing Line Lender, as applicable, as are delegated by 
the Loan Agreements.

	5.	Payments.

			(a)	As of the Effective Date, the Assignee shall pay 
to the Assignor, in immediately available funds, an amount equal to the 
outstanding indebtedness owed to it by the Borrower and TEGP under 
their respective Loan Agreements with respect to the Assigned Aztar 
Pro Rata Share and the Assigned TEGP Pro Rata Share.

			(b)	From and after the Effective Date, the 
Administrative Agent shall make all payments under the Loan 
Agreements in respect of the Assigned Aztar Pro Rata Share and the 
Assigned TEGP Pro Rata Share (including without limitation, all 
payments of principal, interest and fees, if applicable, with respect to 
thereto) to the Assignee.  The Assignee and the Assignor shall make all 
appropriate adjustments in payments under the Loan Agreements for 
periods prior to the Effective Date between themselves.

	6.	Notes.  The Assignor and the Assignee shall make appropriate 
arrangements with the Borrower (and TEGP) concurrently with the 
execution and delivery hereof so that a replacement or a new Aztar Note 
(and discretionary TEGP note, if requested) are issued to the Assignor and 
the Assignee as applicable reflecting their respective Aztar Pro Rata Share 
(and TEGP Pro Rata Share).

	7.	Notices.  All communications among the parties or notices in 
connection herewith shall be in writing and may be hand delivered, telexed, 
sent by telecopy, U.S. mail or courier service, to the notice address as set 
forth on the signature pages hereof.  
	8.	Counterparts.  The Assignment may be executed in any 
number of counterparts as by different parties hereto in separate 
counterparts, each of which when so executed and delivered shall be 
deemed to be an original and all of which taken together shall constitute but 
one and the same instrument.

	9.	Governing Law.  THIS ASSIGNMENT SHALL BE 
DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND 
SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED 
IN ACCORDANCE WITH THE LAWS OF THE STATE OF 
CALIFORNIA WITHOUT REFERENCE TO THE PROVISIONS 
THEREOF REGARDING CONFLICTS OF LAW.

	10.	Effective Date.  This Assignment shall become effective on 
the date (the "Effective Date") upon which all of the following conditions 
are satisfied, provided that for all purposes hereof, the term "Settlement 
Date" (as used in Schedule "A" hereto) means the later of (i) the Settlement 
Date referred to in Schedule A and (ii) the Effective Date:  (i) the execution 
of a counterpart hereof by each of the Assignor and the Assignee; (ii) the 
execution of a counterpart hereof by the Borrower, TEGP, HRN and the 
Administrative Agent as evidence of their consent hereto to the extent 
required under Section 11.8(b) of the Aztar Loan Agreement and Section 
10.3(b) of the TEGP Loan Agreement; (iii) the receipt by the 
Administrative Agent of the processing and recordation fee referred to in 
Section 11.8 of the Aztar Loan Agreement; (iv) the Assignee shall have 
been (or shall be deemed to have been) recorded in the Register as provided 
in Section 11.8(d) of the Aztar Loan Agreement and Section 10.3(d) of the 
TEGP Loan Agreement; (v) in the event the Assignee is a not a United 
States person, the delivery by the Assignee to the Administrative Agent of 
such forms, certificates or other evidence with respect to United States 
federal income tax withholding matters as the Assignee may be required to 
deliver to the Administrative Agent pursuant to Section 11.21 of the Aztar 
Loan Agreement and Section 10.8 of the TEGP Loan Agreement, and 
(vi) the receipt by the Administrative Agent of originals or telecopies of the 
counterparts described above and authorization of delivery thereof.

		IN WITNESS WHEREOF, the parties hereto have caused this 
agreement to be executed and delivered by their respective officials, 
officers or agents thereunto duly authorized, such execution being made as 
of the Effective Date in the applicable spaces provided on Schedule A.

	SCHEDULE A
	TO THE COMMITMENT ASSIGNMENT AND ACCEPTANCE


	1.	Name and Date of Loan Agreements:  Aztar Amended and 
Restated Reducing Revolving Loan Agreement dated as of May ___, 1998, 
as further defined in Paragraph A of this Assignment and the TEGP Second 
Amended and Restated Loan Agreement dated as of October 4, 1994, as 
further defined in Paragraph B of this Assignment.

	2.	Assigned Portions:

                          Aztar Revolving          TEGP
                          Loan Commitment       Term Loan

(a)	Aggregate 
Commitments/Loans of 
All Lenders/Banks         $_____________      $______________


(b)	Assigned Pro 
Rata Share                    ________%            _______%

(c)	Amount of Assigned 
Pro Rata Share            $______________     $______________


	3.	Settlement Date: _______________, ______

	4.	Payment Instructions:

	ASSIGNOR:         					ASSIGNEE:

	_____________________		_______________________
	_____________________		_______________________
	_____________________		_______________________
	Attn:_________________			Attn:________________
	Ref: _________________			Ref: ________________


	5.	Notice Address:

	ASSIGNOR:         					ASSIGNEE:

	_____________________		_______________________
	_____________________		_______________________
	_____________________		_______________________
	Attn:________________			Attn:________________
	Ref: ________________			Ref: ________________
	Tel: ________________			Tel: ________________
	Fax: ________________			Fax: ________________

	6.	SIGNATURES:

	[NAME OF ASSIGNOR]			[NAME OF ASSIGNEE]
	as ASSIGNOR				as ASSIGNEE  

	By: _____________________		By: __________________
	    _____________________		    __________________
		   Printed Name & Title	  	  	Printed Name & Title  


	Consented to in accordance
	with Section 11.8 of the
	Aztar Loan Agreement

	AZTAR CORPORATION,
	a Delaware corporation
	
	By: _____________________
     _____________________
   		Printed Name & Title


	Consented to in accordance
	with Section 10.3 (b) of the
	TEGP Loan Agreement
	
	TROPICANA ENTERPRISES,
	a Nevada general partnership
	
	By:	Adamar of Nevada, Inc., 
		a Nevada corporation,
		its general partner

		By: ______________________
      ______________________
   			Printed Name & Title


	HOTEL RAMADA OF NEVADA,
	a Nevada Corporation
	
	By: ________________________
     ________________________
   		Printed Name & Title


	BANK OF AMERICA NATIONAL TRUST
	AND SAVINGS ASSOCIATION,
	as Administrative Agent

	By: ________________________
     ________________________
   		Printed Name & Title
 

	EXHIBIT B

	COMPLIANCE CERTIFICATE
	

TO:		BANK OF AMERICA NATIONAL TRUST AND SAVINGS 
ASSOCIATION, as Administrative Agent


		Reference is made to that certain Amended and Restated 
Reducing Revolving Loan Agreement (the "Loan Agreement") dated as of 
May 28, 1998, by and among Aztar Corporation, a Delaware corporation 
("Borrower"), the Lenders therein named, and Bank of America National 
Trust and Savings Association, as Administrative Agent for itself and the 
Lenders.  Capitalized terms defined in the Loan Agreement and not other-
wise defined herein shall have the meanings given them in the Loan 
Agreement.

		This Compliance Certificate is delivered in accordance with 
Section 7.2 of the Loan Agreement by a Senior Officer of Borrower with 
respect to the Fiscal Quarter ended ______________, _____ (the "Test 
Fiscal Quarter").  Computations indicating compliance with respect to the 
covenants contained in Sections 6.9, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, and 
6.17 of the Loan Agreement are set forth below:

I.	Section 6.9 - Indebtedness and Guaranty Obligations.  As of the 
last day of the Test Fiscal Quarter (the "Determination Date"):

	A.	Aggregate Indebtedness consisting of Capital Lease 
Obligations, or otherwise incurred to finance the purchase or construction 
of capital assets or to refinance such Indebtedness was $_____________. 

		Maximum Permitted:		$20,000,000

	B.	Aggregate notional amount of Indebtedness covered by one or 
more Secured Swap Agreements was $______________.

		Maximum Permitted:		$180,000,000

II.	Section 6.11 - Senior Leverage Ratio.  As of the Determination 
Date, the Senior Leverage Ratio was ____:1.00.

			Maximum Permitted:	_____:1.00

		Senior Leverage Ratio is computed as follows:

(a) Average Quarterly Adjusted Senior Funded Debt as of the 
Determination Date	$______

divided by (b) Adjusted EBITDA for the fiscal period consisting of the Test 
Fiscal Quarter plus the three immediately preceding Fiscal 
Quarters (the "Test Period")	$______

equals Senior Leverage Ratio [(a),(b)]	____:1.00

	Component Calculations:  See Appendix I attached hereto.

III.	Section 6.12 - Total Leverage Ratio.  As of the Determination 
Date, the Total Leverage Ratio was ____:1.00.

			Maximum Permitted:	_____:1.00

		Total Leverage Ratio is computed as follows:

(a) Average Quarterly Adjusted Funded Debt as of the Determination Date
	$______

divided by (b) Adjusted EBITDA for the Test Period	$______

equals Total Leverage Ratio [(a),(b)]	____:1.00

	Component Calculations:  See Appendix I attached hereto.

IV.	Section 6.13 - Interest Coverage Ratio.  As of the Determination 
Date, the Interest Coverage Ratio was ____:1.00.

			Minimum Required:	_____:1.00

		Interest Coverage Ratio is computed as follows:

(a) Adjusted EBITDA for the Test Period 
	$______

		divided by (b)Interest Charges for the Test 
Period (which is the sum of (x), (y) and (z) set 
forth below):

(x) Cash Interest Expense for the Test Period	 
$______ 

plus (y) all interest currently payable in Cash 
incurred during the Test Period which is 
capitalized under Generally Accepted 
Accounting Principles	$______ 

plus (z) that portion of the rentals paid to TEGP by HRN 
during the Test Period which is designated and used to service 
interest payable under the TEGP Loan Agreement
	$_______

equals (b) Interest Charges [(x) + (y) + (z)]	$_______

		Interest Coverage Ratio equals [(a) , (b)]	____:1.00

	Component Calculations:  See Appendix I attached hereto.

V.	Section 6.14 - Minimum Adjusted EBITDA.  For the Test Period, 
actual Adjusted EBITDA was $____________.

		Minimum Requirement:	$120,000,000

	Component Calculations:  See Appendix I attached hereto.

VI.	Section 6.15 - Capital Expenditures.

	A.	Maintenance Capital Expenditures for the Fiscal Year (or 
portion thereof) ending on the Determination Date were 
$___________________.

		Maximum Permitted:  The sum of (x) and 
(y) set forth below:

			(x) = $40,000,000

			(y) = (i) $40,000,000 minus 
(ii) Maintenance Capital Expenditures 
made by Borrowers and the Restricted 
Subsidiaries for the immediately 
preceding Fiscal Year ($_______)

equals [(i) - (ii)]	$______ 

Maximum Permitted:  [(x) + (y)]	$______ 

	B.	As of the Determination Date, Capital Expenditures financed 
by Indebtedness permitted by Section 6.9(e) of the Loan Agreement were 
$______________.



	C.	As of the Determination Date, Capital Expenditures to effect 
the Jaffe Transaction were $_____________.

		Maximum Permitted: Either (x) or (y) set forth 
below:

			(x) = $125,000,000

			(y) = $__________

		[Where (y) = (i) $300,000,000 minus (ii) all 
other Basket Expenditures since the Closing 
Date.]



	D.	If the Jaffe Transaction is consummated, Capital 
Expenditures (other than those permitted by Sections 6.15(a) and (b) of the 
Loan Agreement) giving effect thereto as of the Determination Date were 
$_____________.

		Maximum Permitted: Either (x) or (y) set forth 
below:

			(x) = $________________

			(y) = $______________
		[Where (x) = (i) $250,000,000 minus (ii) all 
other Capital Expenditures (other than those 
permitted by Sections 6.15(a) and (b) of the 
Loan Agreement) since the Closing Date minus 
(iii) all Acquisition Expenditures since the 
Closing Date.]
		[Where (y) = (i) $300,000,000 minus (ii) all 
other Basket Expenditures since the Closing 
Date.]

	E.	If the Jaffe Transaction is not consummated, Capital 
Expenditures (other than those permitted by Sections 6.15(a) and 6.15(b) of 
the Loan Agreement) were $_____________.

		Maximum Permitted: Either (x) or (y) set forth 
below:

			(x) = $______________

			(y) = $______________

		[Where (x) = (i) $150,000,000 minus (ii) all 
other Capital Expenditures (other than those 
permitted by Sections 6.15(a) and 6.15(b) of the 
Loan Agreement) and Acquisition Expenditures 
since the Closing Date.]

		[Where (y) = (i) $300,000,000 minus (ii) all 
other Basket Expenditures since the Closing 
Date.]

VII.	Section 6.16 -Investments and Acquisitions.

	A.	As of the Determination Date, Acquisition Expenditures to 
effect the Jaffe Transaction were $_______________. 

		Maximum Permitted: Either (x) or (y) set forth 
below:

			(x) = $125,000,000

			(y) = $______________

		[Where (y) = (i) $300,000,000 minus (ii) all 
other Basket Expenditures since the Closing 
Date.]

	B.	As of the Determination Date, Acquisition Expenditures 
described in 6.16(m) of the Loan Agreement were $_____________.

		Maximum Permitted: Either (x) or (y) set forth 
below:

			(x) = $50,000,000

			(y) = $_________

		[Where (y) = (i) $300,000,000 minus (ii) all 
other Basket Expenditures since the Closing 
Date.]


	C.	As of the Determination Date, the aggregate value of 
Investments permitted by Section 6.16(n) of the Loan Agreement was 
$____________.

		Maximum Permitted: 		$100,000

VIII.	  Section 6.17 - Subsidiary Indebtedness.  As of the Determination 
Date and with respect to each of the following Significant Subsidiaries, if 
any, the aggregate amount of Indebtedness and Guaranty Obligations 
incurred in the ordinary course of such Significant Subsidiary's business 
and not otherwise permitted by Sections 6.17(a) through (e) 
("Non-Excluded Subsidiary Debt") was that amount set forth opposite such 
Significant Subsidiary:

	Amount of  
	Non-Excluded 
          Significant Subsidiary	Subsidiary Debt

          ____________________________	$______________
          ____________________________	$______________
          ____________________________	$______________
          ____________________________	$______________

		Maximum Permitted:		$500,000 per Significant
							Subsidiary

IX.	A review of the activities of Borrower and its Subsidiaries during the 
fiscal period covered by this Certificate has been made under the 
supervision of the undersigned with a view to determining whether during 
such fiscal period Borrower and its Restricted Subsidiaries performed and 
observed all of their respective Obligations.  To the best knowledge of the 
undersigned, during the fiscal period covered by this Certificate, all 
covenants and conditions have been so performed and observed and no 
Default or Event of Default has occurred and is continuing, with the 
exceptions set forth below in response to which Borrower and the 
Restricted Subsidiaries have taken or propose to take the following actions 
(if none, so state).
____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
________________________________________

X.	The undersigned Senior Officer of Borrower certifies that the 
calculations made and the information contained herein are derived from 
the books and records of Borrower and its Subsidiaries, as applicable, and 
that each and every matter contained herein correctly reflects those books 
and records.

XI.	To the best knowledge of the undersigned no event or circumstance 
has occurred that constitutes a Material Adverse Effect since the date the 
most recent Compliance Certificate was executed and delivered, with the 
exceptions set forth below (if none, so state).
____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
________________________________________


Dated:  _______________, _____

						
						___________________________
						
						___________________________
		[Printed Name and Title of Senior
		Officer of Aztar Corporation]

	Appendix I
	to
	Compliance Certificate

Average Quarterly Adjusted Senior Funded Debt -- Component 
Calculations

	Average Quarterly Adjusted Senior Funded Debt as of the 
Determination Date is the greater of the following:

(a) the principal amount of all Adjusted Senior Funded Debt 
as of the Determination Date (as calculated below)
	$_____

	or	(b) the Average Quarterly Senior Funded Debt as of the 
Determination Date (as calculated below)	$_____

the greater of (a) or (b) equals Average Quarterly Adjusted 
Senior Funded Debt	$_____

	Adjusted Senior Funded Debt -- Component Calculations

	In the above calculation, Adjusted Senior Funded Debt as of the 
Determination Date is the sum of the following, without duplication and on 
a consolidated basis:

(a) Adjusted Funded Debt as of the Determination Date (as 
calculated below)	$_____

minus (b) the principal amount of all Subordinated 
Obligations on the Determination Date	$_____

          equals Adjusted Senior Funded Debt [(a) -(b)]	$_____

	Average Quarterly Senior Funded Debt -- Component 
Calculations

	In the above calculation, Average Quarterly Senior Funded Debt as 
of the Determination Date is the sum of the following, without duplication 
and on a consolidated basis:

(a) Average Quarterly Funded Debt as of the Determination 
Date (as calculated below)	$_____

minus (b) the average principal amount of all Subordinated 
Obligations on the last day of each of the three 4 and 5 week 
fiscal periods comprising the Test Fiscal Quarter
	$_____

equals Average Quarterly Senior Funded Debt [(a) - (b)]
	$_____

Average Quarterly Adjusted Funded Debt -- Component Calculations

	Average Quarterly Adjusted Funded Debt as of the Determination 
Date is the greater of the following:

(a) the principal amount of all Adjusted Funded Debt as of 
the Determination Date (as calculated below)	$_____

	or	(b) the 
Average Quarterly Funded Debt as of the Determination Date 
(as calculated below)	$_____

		the greater of (a) or (b) equals Average Quarterly Adjusted
Funded Debt	$_____

	Adjusted Funded Debt -- Component Calculations

	In the above calculation, Adjusted Funded Debt as of the 
Determination Date is the sum of the following, without duplication and on 
a consolidated basis:

		(a) all principal Indebtedness of Borrower and the Restricted 
	
Subsidiaries and of TEGP for borrowed money (including 
debt securities issued by Borrower, any of the Restricted 
Subsidiaries or TEGP, but excluding in any event any 
contingent obligations with respect to undrawn letters of 
credit) on the Determination Date	$_____

		plus (b) the aggregate amount of the principal portion of all 
		Capital Lease Obligations of Borrower and the Restricted 
 Subsidiaries and of TEGP on the Determination Date
	$_____

plus (c) all outstanding letters of credit on the Determination 
Date (other than any letter of credit to the extent 
collateralized by Cash, Cash Equivalents, a certificate of 
deposit or other deposit account deposited with the issuing 
bank as collateral security therefor)	$_____

plus (d) all Guaranty Obligations of Borrower and the 
Restricted Subsidiaries on the Determination Date with 
respect to  Indebtedness of any Person that is not a Restricted 
Subsidiary	$_____

plus (e) all other Guaranty Obligations of Borrower and the
Restricted Subsidiaries on the Determination Date to the 
extent the amount thereof has been quantified and reflected 
or disclosed in the most recent consolidated financial 
statements of Borrower and the Restricted Subsidiaries
	$_____

equals Adjusted Funded Debt [(a)+(b)+(c)+(d)+(e)]
	$_____

	Average Quarterly Funded Debt -- Component Calculations

	In the above calculation, Average Quarterly Funded Debt as of the 
Determination Date is the sum of the following, without duplication and on 
a consolidated basis:

	(a) the average of all principal Indebtedness of Borrower and 
the Restricted Subsidiaries and of TEGP for borrowed 
money (including debt securities issued by Borrower, any of 
the Restricted Subsidiaries or TEGP, but excluding in any 
event any contingent obligations  with respect to undrawn 
letters of credit) on the last day of each of the three 4 and 5 
week fiscal periods comprising the Fiscal Quarter ending on 
the Determination Date	$_____

		plus (b) the average of the aggregate amount of the principal 
		portion of all Capital Lease Obligations of Borrower and the 
		Restricted Subsidiaries and of TEGP on the last day of each 
of the	three 4 and 5 week fiscal periods comprising the Test
          Fiscal Quarter	$_____

          equals Average Quarterly Funded Debt [(a)+(b)]	$_____

Adjusted EBITDA -- Component Calculations

	Adjusted EBITDA for the Test Period is calculated as follows, in 
each case as determined in accordance with Generally Accepted 
Accounting Principles, and in the case of items (d), (e), (f), (g), (h) and (i) 
only to the extent reflected in the determination of item (a) for such Test 
Period:

          (a) Net Income for the Test Period	$_____

		plus (b) any extraordinary loss reflected in Net Income for the
          Test Period	$_____

minus (c) any extraordinary gain reflected in Net Income for the
Test Period	($____)

plus (d) Interest Expense for the Test Period (which is the sum of
(x) and (y) set forth below)

			(x) all interest, fees, charges and related 
expenses paid or payable (without 
duplication) for the Test Period by 
Borrower and the Restricted Subsidiaries 
to a lender in connection with borrowed 
money (including any obligations for 
fees, charges and related expenses 
payable to the issuer of any letter of 
credit) or the deferred purchase price of 
assets that are considered "interest 
expense" under Generally Accepted 
Accounting Principles	$_____

			plus (y) the portion of rent paid or 
payable (without duplication) for the 
Test Period by Borrower and the 
Restricted Subsidiaries under Capital 
Lease Obligations that should be treated 
as interest in accordance with Financial 
Accounting Standards Board Statement 
No. 13					
				$______

	Interest Expense [(x)+(y)] equals	$_____

		plus (e) the aggregate amount of federal and state taxes on or 
		measured by income for the Test Period (whether or not 
		payable during the Test Period)	$_____

		plus (f) depreciation, amortization and all other non-cash 
		expenses  for the Test Period	$_____

		plus (g) Borrower's equity in any net loss of TEGP for the 
		Test Period				$_____

		minus (h) Borrower's equity in any net income of TEGP for 
		the Test Period			($____)

		plus (i) that portion of the rentals paid to TEGP by HRN 
		which 	is designated and used to service principal and interest 
		payable under the TEGP Loan Agreement for the Test Period
							$_____

		plus (j) dividends or other income received in Cash during the 
		Test Period by Borrower or the Restricted Subsidiaries from 
		an Unrestricted New Venture Entity (but only to the extent of 
		earnings before interest, taxes, depreciation and amortization 
		of such Unrestricted New Venture Entity)	$_____

		equals Adjusted EBITDA [(a)+(b)-(c)+(d)+(e)+(f)+(g)-	
		(h)+(i)+(j)]					$_____

 

	EXHIBIT C

	CONFIRMATION OF GUARANTY

		This Confirmation of Guaranty ("Confirmation"), dated as of 
May 28, 1998, is executed and delivered by the undersigned with 
reference to (i) that certain Amended and Restated Reducing Revolving 
Loan Agreement of even date herewith (the "Revolving Loan 
Agreement"), by and among Aztar Corporation, a Delaware corporation 
("Borrower"), Bank of America National Trust and Savings Association, 
as  Administrative Agent for the lenders (collectively, the "Revolving 
Loan Agreement Lenders") party thereto (the "Revolving Loan 
Administrative Agent"), and the Revolving Loan Agreement Lenders; 
(ii) that certain Term Loan Agreement, of even date herewith (the 
"Term Loan Agreement"), by and among Borrower, Bank of America 
National Trust and Savings Association, as  Administrative Agent for 
the lenders (collectively, the "Term Loan Agreement Lenders") party 
thereto (the "Term Loan Administrative Agent"), and the Term Loan 
Agreement Lenders, and (iii) the Subsidiary Guaranty dated as of 
October 4, 1994, as amended by that certain Global Collateral 
Documents Amendment of even date herewith among the undersigned, 
Bank of America National Trust and Savings Association, as 
Administrative Agent for the Revolving Loan Agreement Lenders, Bank 
of America National Trust and Savings Association, as Administrative 
Agent for the Term Loan Agreement Lenders, and Bank of America 
National Trust and Savings Association, as Collateral Agent for the 
Revolving Loan Agreement Lenders and the Term Loan Agreement 
Lenders, executed and delivered by the undersigned in favor of Bank of 
America National Trust and Savings Association as Collateral Agent for 
the ratable benefit of the Lender (as defined therein)(as so amended, the 
"Subsidiary Guaranty").

		In order to induce the Revolving Loan Agreement Lenders to 
enter into the Revolving Loan Agreement and the Term Loan 
Agreement Lenders to enter into the Term Loan Agreement, each of the 
undersigned hereby consents to the execution, delivery and performance 
by (i) Borrower, the Revolving Loan Administrative Agent and the 
Revolving Loan Agreement Lenders of the Revolving Loan Agreement 
and all documents, instruments and agreements now or hereafter 
executed in connection therewith (collectively, the "Revolving Loan 
Documents"), and (ii)  Borrower, the Term Loan Administrative Agent 
and the Term Loan Agreement Lenders of the Term Loan Agreement 
and all documents, instruments and agreements now or hereafter 
executed in connection therewith (collectively, the "Term Loan 
Documents").  In connection therewith, each of the undersigned 
expressly and knowingly affirms its liability under the Subsidiary 
Guaranty, expressly agrees to be and remain liable under the terms of 
the Subsidiary Guaranty for the obligations of Borrower to the 
Revolving Loan Agreement Lenders and the Term Loan Agreement 
Lenders, and acknowledges that it has no defense, offset or 
counterclaim whatsoever against any of the Revolving Loan Agreement 
Lenders or the Term Loan Agreement Lenders with respect to the 
Subsidiary Guaranty. 

		Each of the undersigned further agrees that the Subsidiary 
Guaranty shall remain in full force and effect and is hereby ratified and 
confirmed and shall guaranty payment and performance of the 
Guarantied Obligations (as defined in the Subsidiary Guaranty) as set 
forth therein.  

		Each of the undersigned further agrees that the execution of 
this Confirmation is not necessary for the continued validity and 
enforceability of the Subsidiary Guaranty, but is executed to induce the 
Revolving Loan Agreement Lenders to enter into the Revolving Loan 
Agreement and the Term Loan Agreement Lenders to enter into the 
Term Loan Agreement.  Each of the undersigned further agrees that 
none of the Revolving Loan Agreement Lenders, the Revolving Loan 
Administrative Agent,  the Term Loan Agreement Lenders, or the Term 
Loan Administrative Agent shall have any obligation to notify it of any 
actions or omissions to act with respect to such party's dealings with  
Borrower.

		IN WITNESS WHEREOF, each of the undersigned, 
intending to be legally bound hereby, has caused this Confirmation to be 
executed as of the date first above written.

	ADAMAR OF NEW JERSEY, INC.,
	a New Jersey corporation

	By	__________________________
		Neil Ciarfalia
		Treasurer

	RAMADA EXPRESS, INC.,
	a Nevada corporation

	By	___________________________
		Nelson W. Armstrong, Jr.
		Vice President & Secretary


	AZTAR INDIANA GAMING CORPORATION,
	an Indiana corporation

	By       ____________________________	
		Nelson W. Armstrong, Jr.
		Vice President & Secretary


	AZTAR MISSOURI GAMING CORPORATION,
	a Missouri corporation 

	By	____________________________
		Nelson W. Armstrong, Jr.
		Vice President & Secretary


	ATLANTIC-DEAUVILLE INC.,
	a New Jersey Corporation

	By	____________________________
		Neil Ciarfalia
		Treasurer


	ADAMAR GARAGE CORPORATION,
	a Delaware corporation

	By	____________________________
		Neil Ciarfalia
		Treasurer
		

	HOTEL RAMADA OF NEVADA,
	a Nevada corporation

	By	____________________________
		Nelson W. Armstrong, Jr.
		Vice President & Secretary

	AZTAR DEVELOPMENT CORPORATION,
	a Delaware corporation

	By	____________________________
		Neil Ciarfalia
		Treasurer


	MANCHESTER MALL, INC.,
	a New Jersey corporation

	By	____________________________
		Neil Ciarfalia
		Treasurer


	RAMADA NEW JERSEY HOLDINGS
	CORPORATION,
	 a Delaware corporation

	By	____________________________
		Neil Ciarfalia
		Treasurer


	RAMADA NEW JERSEY, INC.,
	a New Jersey corporation

	By 	____________________________
		Neil Ciarfalia
		Treasurer


                        	EXHIBIT D

         	GLOBAL COLLATERAL DOCUMENTS AMENDMENT


		THIS GLOBAL COLLATERAL DOCUMENTS 
AMENDMENT (this "Amendment"), dated as of May 28, 1998, is entered 
into by and among Aztar Corporation, a Delaware corporation 
("Borrower"), Adamar of New Jersey, Inc., a New Jersey corporation 
("ANJI"), Ramada Express, Inc., a Nevada corporation ("REI"), Aztar 
Indiana Gaming Corporation, an Indiana corporation ("AIGC"), Aztar 
Missouri Gaming Corporation, a Missouri corporation ("AMGC"), Atlantic-
Deauville, Inc., a New Jersey Corporation ("ADI"), Adamar Garage 
Corporation, a Delaware corporation ("AGC"), Manchester Mall, Inc., a 
New Jersey corporation ("MMI"), Ramada New Jersey, Inc., a New Jersey 
corporation ("RNJI"), Hotel Ramada of Nevada, a Nevada corporation 
("HRN"), Ramada New Jersey Holdings Corporation, a Delaware 
corporation, Aztar Development Corporation, a Delaware corporation, 
Bank of America National Trust and Savings Association, as Administrative 
Agent for the Revolving Loan Agreement Lenders, Bank of America 
National Trust and Savings Association, as Administrative Agent for the 
Term Loan Agreement Lenders, and Bank of America National Trust and 
Savings Association, as Collateral Agent for the Revolving Loan Agreement 
Lenders and the Term Loan Agreement Lenders, with reference to the 
following facts:

	RECITALS

A. Borrower and certain of its Subsidiaries (collectively, 
the "Co-Borrower Subsidiaries"), on a joint and several basis, have 
previously entered into each of: (i) that certain Reducing Revolving Loan 
Agreement, dated as of October 4, 1994 (as amended, the "Prior Primary 
Loan Agreement"), with the Administrative Agent and the lenders 
(collectively, the "Prior Primary Loan Agreement Lenders") party thereto; 
and (ii) that certain Supplemental Reducing Revolving Loan Agreement, 
dated as of March 13, 1997 (as amended, the "Prior Supplemental Loan 
Agreement"), with the Administrative Agent and the lenders (collectively, 
the "Prior Supplemental Loan Agreement Lenders") party thereto, pursuant 
to which the Prior Primary Loan Agreement Lenders and the Prior 
Supplemental Loan Agreement Lenders provided Borrower and the Co-
Borrower Subsidiaries with certain secured reducing revolving loan and 
letter of credit facilities.

		B.	The obligations of Borrower and the Co-Borrower 
Subsidiaries to the Prior Primary Loan Agreement Lenders under the Prior 
Primary Loan Agreement and to the Prior Supplemental Loan Agreement 
Lenders under the Prior Supplemental Loan Agreement are guaranteed by 
certain other Subsidiaries of Borrower pursuant to a certain Subsidiary 
Guaranty (as defined in the Prior Primary Loan Agreement) and secured by 
the Collateral provided under the Collateral Documents (as such terms are 
defined in the Prior Primary Loan Agreement). 

		C.	At Borrower's request, the credit facilities created 
under the Prior Primary Loan Agreement and the Prior Supplemental Loan 
Agreement will be transformed into two credit facilities: (i) a reducing 
revolving credit facility in the amount of $250,000,000, to be evidenced by 
that certain Amended and Restated Reducing Revolving Loan Agreement, 
of even date herewith (the "Revolving Loan Agreement"), by and among 
Borrower, the Administrative Agent and the lenders (collectively, the 
"Revolving Loan Agreement Lenders") party thereto; and (ii) a term loan in 
the original principal amount of $50,000,000 to be evidenced by that certain 
Term Loan Agreement, of even date herewith (the "Term Loan 
Agreement"), by and among Borrower, the Administrative Agent and the 
lenders (collectively, the "Term Loan Agreement Lenders") party thereto, 
with new lenders joining either credit facility and with differing 
participation levels for the continuing lenders in the reducing revolving 
credit facility.  The Revolving Loan Agreement and the Term Loan 
Agreement each contain a provision whereby the aggregate indebtedness 
thereunder may be increased by $50,000,000, up to a total of $350,000,000.

		D.	In connection with the establishment of the two 
transferred credit facilities, the Co-Borrower Subsidiaries will be released 
as co-obligors under each of the Prior Primary Loan Agreement and the 
Prior Supplemental Loan Agreement, but will become party to the 
Subsidiary Guaranty.  The Subsidiary Guaranty hereafter will apply to 
Borrower's obligations under each of the Revolving Loan Agreement and 
the Term Loan Agreement on a pari passu basis.  The Collateral provided 
under the Collateral Documents hereafter will secure the obligations of 
Borrower under each of the Revolving Loan Agreement and the Term Loan 
Agreement and the obligations of the Subsidiaries party to the Subsidiary 
Guaranty (the "Subsidiary Guarantors") under the Subsidiary Guaranty, on 
a pari passu basis pursuant to the Intercreditor Agreement (as defined in the 
Revolving Loan Agreement).

		E.	The parties to this Amendment wish to amend the 
Collateral Documents and the Subsidiary Guaranty as set forth below to 
give effect to the foregoing intentions of the parties.

		NOW, THEREFORE, in consideration of the above premises, 
and for other good and valuable consideration, the receipt and sufficiency 
of which are hereby acknowledged, the parties hereby agree as follows:

	1.	Defined Terms.  Any and all initially capitalized terms used 
in this Amendment (including, without limitation, in the Recitals hereto) 
without definition shall have the respective meanings assigned thereto in the 
Revolving Loan Agreement.  

	2.	Excluded Assets.  Notwithstanding anything to the contrary in 
any of the Collateral Documents, the security interests and Liens created 
thereby shall not attach to, and the Collateral thereunder shall not include 
(i) any gaming license under any Gaming Law, (ii) any assets or capital 
stock of Adamar of Nevada, (iii) any assets or 51% of the capital stock of 
Hotel Ramada of Nevada or (iv) the gaming equipment or capital stock of 
Aztar Missouri Gaming Corporation, except in the case of the assets 
described in (ii) and (iii), as provided in Section 5.10 of the Revolving Loan 
Agreement and Section 5.10 of the Term Loan Agreement.

	3.	Amendments to Collateral Documents and Subsidiary 
Guaranty.  

		A.	Amendments to Security Agreement.  The Security 
Agreement is hereby amended as follows:

			(1)	Amendment to Preamble.  The Preamble is 
hereby amended to read in full as follows:

		"This SECURITY AGREEMENT ('Agreement') dated as of October 4, 
1994, is made by Aztar Corporation, a Delaware corporation ('Borrower'), 
and those Significant Subsidiaries of Borrower, if any, that are parties 
hereto, as indicated on the signature pages hereof, and/or that become 
parties hereto in the manner provided in Section 23 hereof, and each of 
them, jointly and severally, as Grantors, in favor of Bank of America 
National Trust and Savings Association as the Collateral Agent for the 
ratable benefit of (i) each of the lenders which are parties from time to time 
to the Revolving Loan Agreement referred to below and (ii) each of the 
lenders which are parties from time to time to the Term Loan Agreement 
referred to below, as Secured Party, with reference to the following facts:"

			(2)	Amendment to Definition of Loan Agreement.  
Recital A is hereby amended to read in full as follows:

	"A.  Pursuant to the Amended and Restated Reducing Revolving 
Loan Agreement, dated as of May 28, 1998, by and among Borrower, 
the lenders from time to time a party thereto (collectively, the 
'Revolving Loan Agreement Banks'), and Bank of America National 
Trust and Savings Association as Administrative Agent (as such 
agreement may from time to time be amended, extended, renewed, 
supplemented or otherwise modified, the 'Revolving Loan Agreement'), 
the Revolving Loan Agreement Banks have agreed to extend a certain 
$250,000,000 reducing revolving credit facility to Borrower; and 
pursuant to the Term Loan Agreement, dated as of May 28, 1998, by 
and among Borrower, the lenders from time to time a 
party thereto (collectively the 'Term Loan Agreement Banks'), and Bank of 
America National Trust and Savings Association as Administrative Agent 
(as such agreement may from time to time be amended, extended, renewed, 
supplemented or otherwise modified, the 'Term Loan Agreement'), the Term 
Loan Agreement Banks have agreed to provide Borrower with a 
$50,000,000 term loan.  The Revolving Loan Agreement and the Term 
Loan Agreement each contain a provision whereby the aggregate 
indebtedness thereunder may be increased by $50,000,000, up to a total of 
$350,000,000.  (The Revolving Loan Agreement Banks and the Term Loan 
Agreement Banks hereinafter are referred to collectively as the 'Banks', and 
all references in this Agreement to the 'Loan Agreement' shall be deemed to 
be references to the 'Revolving Loan Agreement'.)"

			(3)	Amendment to Definition of Secured 
Obligations.  The definition of "Secured Obligations" is hereby amended to 
read in full as follows:

		"'Secured Obligations' means, collectively:  (i) any 
and all present or future Obligations under the Revolving Loan Agreement 
of any type or nature of Grantors or any one or more of them to the 
Administrative Agent, the Revolving Loan Agreement Banks, or any one 
or more of them, arising under or relating to the Loan Documents or 
any one or more of them, whether due or to become due, matured or 
unmatured, liquidated or unliquidated, or contingent or noncontingent, 
including Obligations of performance as well as Obligations of payment 
under the Revolving Loan Agreement, and including interest that accrues 
after the commencement of any bankruptcy or insolvency proceeding by or 
against any Grantor; and (ii) any and all present and future Obligations 
under (and as defined in) the Term Loan Agreement of any type or nature 
of Grantors or any one or more of them to the Administrative Agent under 
(and as defined in) the Term Loan Agreement, the Term Loan Agreement 
Banks or any one or more of them, arising under or relating to the Loan 
Documents entered into in connection with (and as defined in) the Term 
Loan Agreement, or any or more of them, whether due or to become due, 
matured or unmatured, liquidated or unliquidated, or contingent or 
noncontingent, including Obligations of performance under the Term 
Loan Agreement as well as Obligations of payment under the Term Loan 
Agreement, and including interest that accrues after the commencement 
of any bankruptcy or insolvency proceeding by or against any Grantor."

			(4)	Amendment to Definition of Secured Party.  
The definition of "Secured Party" is hereby amended to read in full as 
follows:

		"'Secured Party' means the Collateral Agent, who shall hold the Liens and 
security interests granted hereunder for the ratable benefit of each of (i) 
the Revolving Loan Agreement Banks and (ii) the Term Loan Agreement 
Banks.  Subject to the terms and conditions of the Intercreditor Agreement, 
any right, remedy, privilege or power of Secured Party shall be exercised by 
the Collateral Agent."

			(5)	Amendment to Exhibit A.  Exhibit A to the 
Security Agreement (the Instrument of Joinder) is hereby amended to read 
in full as set forth in Attachment "A" to this Amendment.

			(6)	Acknowledgment by Co-Borrower Subsidiaries. 
 Each of the Co-Borrower Subsidiaries acknowledges and agrees that, while 
it is not a co-obligor with Borrower for any of Borrower's obligations under 
either the Revolving Loan Agreement or the Term Loan Agreement, it 
nevertheless shall remain a "Grantor" under (and as defined in) the Security 
Agreement.

			(7)	HRN.  HRN is deleted as a party to the Security 
Agreement.

		B.	Amendments to Trademark Collateral Assignment.  
The Trademark Collateral Assignment is hereby amended as follows:

			(1)	Amendment to Preamble.  The Preamble is 
hereby amended to read in full as follows:
 
		"This TRADEMARK COLLATERAL ASSIGNMENT (the 'Assignment' is 
made and entered into as of October 4, 1994 by Aztar Corporation, a 
Delaware corporation ('Borrower'), and those Significant Subsidiaries of 
Borrower, if any, that are parties hereto, as indicated on the signature 
pages hereof, and/or that become parties hereto in the manner provided in 
Section 13 hereof, and each of them, jointly and severally, as Grantors, in 
favor of Bank of America National Trust and Savings Association as the 
Collateral Agent for the ratable benefit of (i) each of the lenders which 
are parties from time to time to the Revolving Loan Agreement referred to 
below and (ii) each of the lenders which are parties from time to time to 
the Term Loan Agreement referred to below, as Secured Party, with reference 
to the following facts:"

			(2)	Amendment to Definition of Loan Agreement.  
Recital A is hereby amended to read in full as follows:

		"A.  Pursuant to the Amended and Restated Reducing 
Revolving Loan Agreement, dated as of May 28, 1998, by and among 
Borrower, the lenders from time to time a party thereto 
(collectively, the 'Revolving Loan Agreement Banks'), and Bank of 
America National Trust and Savings Association as Administrative 
Agent (as such agreement may from time to time be amended, extended, 
renewed, supplemented or otherwise modified, the 'Revolving Loan 
Agreement'), the Revolving Loan Agreement Banks have agreed to extend 
a certain $250,000,000 reducing revolving credit facility to Borrower; 
and pursuant to the Term Loan Agreement, dated as of May 28, 1998, by 
and among Borrower, the lenders from time to time a party thereto 
(collectively the 'Term Loan Agreement Banks'), and Bank of America 
National Trust and Savings Association as Administrative Agent 
(as such agreement may from time to time be amended, extended, renewed, 
supplemented or otherwise modified, the 'Term Loan Agreement'), the Term 
Loan Agreement Banks have agreed to provide Borrower with a 
$50,000,000 term loan.  The Revolving Loan Agreement and the Term 
Loan Agreement each contain a provision whereby the aggregate 
indebtedness thereunder may be increased by $50,000,000, up to a total of 
$350,000,000.  (The Revolving Loan Agreement Banks and the Term Loan 
Agreement Banks hereinafter are referred to collectively as the 'Banks', and 
all references in this Agreement to the 'Loan Agreement' shall be deemed to 
be references to the 'Revolving Loan Agreement'.)"

			(3)	Amendment to Definition of Secured 
Obligations.  The definition of "Secured Obligations" is hereby amended to 
read in full as follows:

		"'Secured Obligations' means, collectively:  (i) any and 
all present and future Obligations of any type or nature of Grantors or 
any one or more of them to the Administrative  Agent, the Revolving 
Loan Agreement Banks, or any one or more of them, arising under or 
relating to the Loan Documents entered into in connection with the 
Revolving Loan Agreement or any one or more of them, whether due or 
to become due, matured or unmatured, liquidated or unliquidated, or 
contingent or noncontingent, including Obligations of performance as 
well as Obligations of payment under such Loan Documents, and including 
interest that accrues after the commencement of any bankruptcy or 
insolvency proceeding by or against any Grantor; and (ii) any and all 
present and future Obligations under (and as defined in) the Term Loan 
Agreement of any type or nature of Grantors or any one or more of them 
to the Administrative Agent under (and as defined in) the Term Loan 
Agreement, the Term Loan Agreement Banks, or any one or more of them, 
arising under or relating to the Loan Documents entered into in 
connection with (and as defined in) the Term Loan Agreement, or any 
one or more of them, whether due or to become due, matured or unmatured, 
liquidated or unliquidated, or contingent or noncontingent, including 
Obligations of performance as well as Obligations of payment under the 
Term Loan Agreement, and including interest that accrues after the 
commencement of any bankruptcy or insolvency proceeding by or against 
any Grantor."

			(4)	Amendment to Definition of "Secured Party".  
The definition of "Secured Party" is hereby amended to read in full as 
follows:

		"'Secured Party' means the Collateral Agent who shall receive 
and hold the assignments made hereunder for the ratable benefit of 
each of (i) the Revolving Loan Agreement Banks and (ii) the Term 
Loan Agreement Banks.  Subject to the terms and conditions of the 
Intercreditor Agreement, any right, remedy, privilege, or power of 
Secured Party shall be exercised by the Collateral Agent."

			(5)	Amendment to Exhibit A.  Exhibit A to the 
Trademark Collateral Assignment (the Instrument of Joinder) is hereby 
amended to read in full as set forth on Attachment "B" to this Amendment.

			(6)	Acknowledgment by Co-Borrower Subsidiaries. 
 Each of the Co-Borrower Subsidiaries acknowledges and agrees that, while 
it is not a co-obligor with Borrower for any of Borrower's obligations under 
either the Revolving Loan Agreement or the Term Loan Agreement, it 
nevertheless shall remain a "Grantor" under (and as defined in) the 
Trademark Collateral Assignment.

			(7)	HRN.  HRN is deleted as a party to the 
Trademark Collateral Assignment.

		C.	Amendment to Pledge Agreement (Nevada Gaming).  
The Pledge Agreement (Nevada Gaming) is hereby amended as follows:

			(1)	Amendment to Preamble.  The Preamble is 
hereby amended to read in full as follows:  

		"This NEVADA GAMING PLEDGE AGREEMENT ('Agreement'), dated 
as of October 4, 1994, is made by AZTAR CORPORATION, a Delaware 
corporation ('Aztar'), as Grantor, in favor of and for the benefit of BANK 
OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION as 
the Collateral Agent for the ratable benefit of (i) each of the lenders which 
are parties from time to time to the Revolving Loan Agreement referred to 
below and (ii) each of the lenders which are parties from time to time to the 
Term Loan Agreement referred to below, as Secured Party, with reference 
to the following facts:"

			(2)	Amendment to Definition of Loan Agreement.  
Recital A is hereby amended to read in full as follows:

		"A.  Pursuant to the Amended and Restated Reducing Revolving 
Loan Agreement, dated as of May 28, 1998, by and among Aztar, the 
lenders from time to time a party thereto (collectively, the 
'Revolving Loan Agreement Banks'), and Bank of America National 
Trust and Savings Association as Administrative Agent (as such agreement 
may from time to time be amended, extended, renewed, supplemented or 
otherwise modified, the 'Revolving Loan Agreement'), the Revolving 
Loan Agreement Banks have agreed to extend a certain $250,000,000 
reducing revolving credit facility to Aztar; and pursuant to the Term 
Loan Agreement, dated as of May 28, 1998, by and among Aztar, the lenders 
from time to time a party thereto (collectively the 'Term Loan Agreement 
Banks'), and Bank of America National Trust and Savings Association as 
Administrative Agent (as such agreement may from time to time be amended, 
extended, renewed, supplemented or otherwise modified, the 'Term Loan 
Agreement'), the Term Loan Agreement Banks have agreed to provide Aztar 
with a $50,000,000 term loan.  The Revolving Loan Agreement and the Term 
Loan Agreement each contain a provision whereby the aggregate indebtedness 
thereunder may be increased by $50,000,000, up to a total of $350,000,000. 
(The Revolving Loan Agreement Banks and the Term Loan Agreement Banks 
hereinafter are referred to collectively as the 'Banks', and all references 
in this Agreement to the 'Loan Agreement' shall be deemed to be references 
to the 'Revolving Loan Agreement'.)"

			(3)	Amendment to Definition of Secured Party.  
The definition of  Secured Party is hereby amended to read in full as 
follows:

		"'Secured Party' means the Collateral Agent, which shall 
hold the pledges and security interests granted hereunder 
for the ratable benefit of each of (i) the Revolving Loan Agreement 
Banks and (ii) the Term Loan Agreement Banks.  Subject to the 
terms hereof and of the Intercreditor Agreement, any right, remedy, 
privilege or power of Secured Party shall be exercised by the 
Collateral Agent acting with the consent of the Requisite Banks."
		D.	Amendments to Pledge Agreement (General).  The 
Pledge Agreement (General) is hereby amended as follows:

			(1)	Amendment to Preamble.  The Preamble is 
hereby amended by deleting all the words appearing after the word 
"ASSOCIATION" on the tenth line and by substituting the following words 
therefor:

		"as the Collateral Agent for the ratable benefit of each of 
(i) the lenders which are parties from time to time to the Revolving 
Loan Agreement referred to below and (ii) the lenders which are parties 
from time to time to the Term Loan Agreement referred to below, as 
Secured Party, with reference to the following facts:"

			(2)	Amendment to Definition of Loan Agreement.  
Recital A is hereby amended to read in full as follows:

		"A.  Pursuant to the Amended and Restated Reducing Revolving 
Loan Agreement, dated as of May 28, 1998, by and among Parent, the 
lenders from time to time a party thereto (collectively, the 
'Revolving Loan Agreement Banks'), and Bank of America National 
Trust and Savings Association as Administrative Agent (as such 
agreement may from time to time be amended, extended, renewed, 
supplemented or otherwise modified, the 'Revolving Loan Agreement'), 
the Revolving Loan Agreement Banks have agreed to extend a certain 
$250,000,000 reducing revolving credit facility to Parent; and pursuant 
to the Term Loan Agreement, dated as of May 28, 1998, by and among 
Parent, the lenders from time to time a party thereto (collectively 
the 'Term Loan Agreement Banks'), and Bank of America National Trust 
and Savings Association as Administrative Agent (as such agreement 
may from time to time be amended, extended, renewed, supplemented or 
otherwise modified, the 'Term Loan Agreement'), the Term Loan 
Agreement Banks have agreed to provide Parent with a $50,000,000 
term loan.  The Revolving Loan Agreement and the Term Loan Agreement 
each contain a provision whereby the aggregate indebtedness thereunder 
may be increased by $50,000,000, up to a total of $350,000,000. (The 
Revolving Loan Agreement Banks and the Term Loan Agreement Banks 
hereinafter are referred to collectively as the 'Banks', and all references 
in this Agreement to the 'Loan Agreement' shall be deemed to be references 
to the 'Revolving Loan Agreement'.)" 

			(3)	Amendment to Definition of Secured Party.  
The definition of "Secured Party" is hereby amended to read in full as 
follows:

		"'Secured Party' means the Collateral Agent, which shall 
hold the pledges and security interests granted hereunder for the 
ratable benefit of each of (i) the Revolving Loan Agreement Banks and 
(ii) the Term Loan Agreement Banks.  Subject to the terms and conditions 
of the Intercreditor Agreement, any right, remedy, privilege or power of 
Secured Party shall be exercised by the Collateral Agent."

			(4)	Amendment to Secured Obligations Provision.  
Section 4 of the Pledge Agreement (General) is hereby amended to read in 
full as follows:

			"4.	Security for Obligations.  This Agreement 
and the pledge and security interests granted herein secure the 
prompt payment, in full in cash, and full performance of:  (i) all 
Obligations under the Revolving Loan Agreement, whether for principal, 
interest, fees, expenses or otherwise, including, without limitation, 
all Obligations of Parent now or hereafter existing under the Loan 
Documents entered into in connection with the Revolving Loan Agreement, 
all Obligations of Grantors now or hereafter existing under this 
Agreement and all interests that accrues on all or any part of any 
of the Obligations of Parent and/or Grantors under the Revolving 
Loan Agreement after the filing of any petition or pleading 
against any Borrower, Grantor or any other Person for a proceeding under 
any Debtor Relief Law; and (ii) all Obligations under (and as defined in) 
the Term Loan Agreement, whether for principal, interest, fees, expenses or 
otherwise, including, without limitation, all Obligations of Parent now or 
hereafter existing under the Loan Documents entered into in connection 
with (and as defined in) the Term Loan Agreement, all Obligations of 
Grantors now or hereafter existing under this Agreement, and all interest 
that accrues on all or any part of any of the Obligations of Parent and/or 
Grantors after the filing of any petition or pleading against any Borrower, 
Grantor or any other Person for a proceeding under any Debtor Relief 
Law."

			(5)	Amendment to Exhibit A.  Exhibit A to the 
Pledge Agreement (General) is hereby amended to read in full as set forth 
in Attachment "C" to this Amendment.

			(6)	Amendment to Schedule 1.  Schedule 1 
(Pledged Securities (General)) to the Pledge Agreement (General) is hereby 
amended to read in full as set forth in Attachment "D" to this Amendment.

		E.	Amendment to Ramada Express Deed of Trust.  The 
Ramada Express Deed of Trust is being amended, concurrently with the 
amendments to the other Collateral Documents effectuated hereby, pursuant 
to, and as set forth in, that certain Second Amendment to Deed of Trust, of 
even date herewith, by and between Bank of America National Trust and 
Savings Association as Collateral Agent for the ratable benefit of each of 
the Revolving Loan Agreement Lenders and the Term Loan Agreement 
Lenders, as beneficiary, and REI, as trustor.

		F.	Amendments to Caruthersville Deed of Trust. The 
Caruthersville Deed of Trust is being amended, concurrently with the 
amendments to the other Collateral Documents effectuated hereby, pursuant 
to, and as set forth in, that certain Third Amendment to Deed of Trust, of 
even date herewith, by and between Bank of America National Trust and 
Savings Association as Collateral Agent for the ratable benefit of each of 
the Revolving Loan Agreement Lenders and the Term Loan Agreement 
Lenders, as beneficiary, and AMGC, as trustor.

		G.	Amendments to Caruthersville Project First Preferred 
Ship Mortgage.  The First Preferred Ship Mortgage dated as of August 14, 
1995, made by AMGC with respect to the Caruthersville Project is hereby 
amended as follows:

			(1)	Amendment to Preamble.  The Preamble is 
hereby amended to read in full as follows:

		"THIS FIRST PREFERRED SHIP MORTGAGE ('Preferred Mortgage') 
dated August 14, 1995, on the vessel CITY OF CARUTHERSVILLE, 
No. 929687, made by Aztar Missouri Gaming Corporation, a Missouri 
corporation ('Owner') with an office at 324 Ward Avenue, Caruthersville, 
Missouri 63830, in favor of Security Bank of Pemiscot County, with an 
office at 323 Ward Avenue, Caruthersville, Missouri 63830 (the 
'Mortgagee'), as trustee for the benefit of Bank of America National Trust 
and Savings Association as Collateral Agent for the ratable benefit of each 
of (i) the lenders which are parties from time to time to the Reducing 
Revolving Loan Agreement referred to below and (ii) the lenders which are 
parties from time to time to the Term Loan Agreement referred to below, 
with an address for purposes hereunder of Bank of America National Trust 
and Savings Association, Credit Products (LA 3283), 555 South Flower 
Street, 10th Floor, Los Angeles, California 90071, with reference to the 
following facts:"

			(2)	Amendments to the Recitals.  Recital A is 
hereby amended to read in full as follows:

		"A.  Pursuant to that certain Amended and Restated Reducing 
Revolving Loan Agreement, dated as of May 28, 1998, by and among Aztar 
Corporation, a Delaware corporation ('Borrower'), the lenders from time to 
time a party thereto (collectively, the 'Revolving Loan Agreement Banks') 
and Bank of America National Trust and Savings Association as 
Administrative Agent (as such agreement may from time to time be 
amended, extended, renewed, supplemented or otherwise modified, the 
'Reducing Revolving Loan Agreement'), the Revolving Loan Agreement 
Banks have agreed to extend a certain $250,000,000 reducing revolving 
credit facility to Borrower; and pursuant to the Term Loan Agreement, 
dated as of May 28, 1998, by and among Borrower, the lenders from to 
time a party thereto (collectively, the 'Term Loan Agreement Banks') and 
Bank of America National Trust and Savings Association as Administrative 
Agent (as such agreement may from time to time by amended, extended, 
renewed, supplemented or otherwise modified, the 'Term Loan Agreement'), 
the Term Loan Agreement Banks agree to provide Borrower with a 
$50,000,000 Term Loan.  The Revolving Loan Agreement and the Term 
Loan Agreement each contain a provision whereby the aggregate 
indebtedness thereunder may be increased by $50,000,000, up to a total of 
$350,000,000.  (The Revolving Loan Agreement Banks and the Term Loan 
Agreement Banks hereinafter are referred to collectively as the 'Banks'.)"

Recital B is hereby amended to read in full as follows:

		"B.  Owner has guaranteed all of Borrower's obligations under 
each of the Reducing Revolving Loan Agreement and the Term Loan Agreement 
pursuant to that certain Subsidiary Guaranty ('Guaranty'), dated as of 
October 4, 1994 executed by Owner and the other signatories thereto in 
favor of Lender, a copy of which is attached hereto as Exhibit A, as 
amended by that certain Global Collateral Documents Amendment, dated as 
of May 28, 1998, executed by Owner and certain of its affiliates in favor of 
the Collateral Agent."
Recital F is hereby amended to read in full as follows:

		"F.  The total amount of this Preferred Mortgage is equal to 
the sum of (i) $250,000,000 plus interest, in respect of Borrower's 
obligations under the Reducing Revolving Loan Agreement, 
(ii)  $50,000,000 plus interest, in respect of Borrower's 
obligations under the Term Loan Agreement, and (iii) to the extent 
that the principal amount of either or both of the Reducing Revolving 
Loan Agreement or the Term Loan Agreement is increased by up to an 
aggregate of $50,000,000, such amount plus interest and performance 
of mortgage covenants, and the discharge amount is the same as the total 
amount."

			(3)	Additional Amendments to Amount of Secured 
Obligations.  The first full paragraph on page 3 is hereby amended to read 
in full as follows:

		"TO HAVE AND TO HOLD all and singular the described vessel unto 
Mortgagee, its successors and assigns, forever; upon the terms herein set 
forth for the enforcement of the Guarantied Obligations, including, but not 
limited to, the payment of up to $250,000,000 and interest, in respect of 
Borrower's obligations under the Reducing Revolving Loan Agreement and 
the related Loan Documents, and the payment of $50,000,000 and interest, 
in respect of Borrower's obligations under the Term Loan Agreement and 
the related Loan Documents and to the extent that the principal amount of 
either or both of the Reducing Revolving Loan Agreement or the Term 
Loan Agreement is increased by up to an aggregate of $50,000,000, such 
amount plus interest."

In addition, Article IV is hereby amended by deleting the reference to 
"$207,477,346.14", contained in the second paragraph thereof, and by 
substituting the following therefor:

		"$250,000,000, in respect of Borrower's obligations under 
the Reducing Revolving Loan Agreement and the related Loan Documents, 
$50,000,000, in respect of Borrower's obligations under the Term Loan 
Agreement and the related Loan Documents and, to the extent that the 
principal amount of either or both of the Reducing Revolving Loan 
Agreement or the Term Loan Agreement is increased by up to an 
aggregate of $50,000,000, such amount plus interest."

		H.	Amendments to Evansville Deed of Trust.  The 
Evansville Deed of Trust is being amended, concurrently with the 
amendments to the other Collateral Documents effectuated hereby, pursuant 
to, and as set forth in, that certain Second Amendment to Mortgage and 
Assignment of Leases of even date herewith, executed by  AIGC in favor of 
Bank of America National Trust and Savings Association as Collateral 
Agent for the ratable benefit of each of the Revolving Loan Agreement 
Lenders and the Term Loan Agreement Lenders.

		I.	Amendments to Evansville Project Leasehold 
Mortgage and Assignment of Leases and Rents.  The Leasehold Mortgage 
and the Assignment of Leases and Rents, each dated as of March 31, 1996 
and made by AIGC in respect of the Evansville Property, are being 
amended, concurrently with the amendments to the other Collateral 
Documents effectuated hereby, pursuant to, and as set forth in, that certain 
Second Amendment to Leasehold Mortgage of even date herewith, executed 
by AIGC in favor of Bank of America National Trust and Savings 
Association as Collateral Agent for the ratable benefit of each of the 
Revolving Loan Agreement Lenders and the Term Loan Agreement 
Lenders.

		J.	Amendments to Evansville Project First Preferred Ship 
Mortgage.  The First Preferred Mortgage dated as of February 29, 1996 
made by AIGC with respect to the vessel City of Evansville is hereby 
amended as follows:

			(1)	Amendment to Preamble.  The Preamble is 
hereby amended to read in full as follows:

		"THIS FIRST PREFERRED SHIP MORTGAGE ('Preferred Mortgage') 
dated February 29, 1996, on the vessel City of Evansville, No. 1035577, 
made by Aztar Indiana Gaming Corporation, an Indiana corporation 
('Owner') with an office at Centrum Bldg., 318 Main Street, Suite 101, 
Evansville, Indiana 47708, in favor of Security Bank of Pemiscot County, 
with an office at 323 Ward Avenue, Caruthersville, Missouri 63830 (the 
'Mortgagee'), as trustee for the benefit of Bank of America National Trust 
and Savings Association as Collateral Agent for the ratable benefit of each 
of (i) the lenders which are parties from time to time to the Reducing 
Revolving Loan Agreement referred to below and (ii) the lenders which are 
parties from time to time to the Term Loan Agreement referred to below, 
with an address for purposes hereunder of Bank of America National Trust 
and Savings Association, Credit Products (LA 3283), 555 South Flower 
Street, 10th Floor, Los Angeles, California 90071, with reference to the 
following facts:"

			(2)	Amendments to the Recitals.  Recital A is 
hereby amended to read in full as follows:

		"A.  Pursuant to that certain Amended and Restated Reducing 
Revolving Loan Agreement, dated as of May 28, 1998, by and among Aztar 
Corporation, a Delaware corporation ('Borrower'), the lenders from time to 
time a party thereto (collectively, the 'Revolving Loan Agreement Banks') 
and Bank of America National Trust and Savings Association as 
Administrative Agent (as such agreement may from time to time be 
amended, extended, renewed, supplemented or otherwise modified, the 
'Reducing Revolving Loan Agreement'), the Revolving Loan Agreement 
Banks have agreed to extend a certain $250,000,000 reducing revolving 
credit facility to Borrower; and pursuant to the Term Loan Agreement, 
dated as of May 28, 1998, by and among Borrower, the lenders from to 
time a party thereto (collectively, the 'Term Loan Agreement Banks') and 
Bank of America National Trust and Savings Association as Administrative 
Agent (as such agreement may from time to time by amended, extended, 
renewed, supplemented or otherwise modified, the 'Term Loan Agreement'), 
the Term Loan Agreement Banks agree to provide Borrower with a 
$50,000,000 Term Loan.  The Revolving Loan Agreement and the Term 
Loan Agreement each contain a provision whereby the aggregate 
indebtedness thereunder may be increased by $50,000,000, up to a total of 
$350,000,000.  (The Revolving Loan Agreement Banks and the Term Loan 
Agreement Banks hereinafter are referred to collectively as the 'Banks'.)"

 Recital B is hereby amended to read in full as follows:

		"B.  Owner has guaranteed all of Borrower's obligations under 
each of the Reducing Revolving Loan Agreement and the Term Loan Agreement 
pursuant to that certain Subsidiary Guaranty ("Guaranty"), dated as of 
October 4, 1994, executed by Owner and the other signatories thereto in 
favor of Lender, a copy of which is attached hereto as Exhibit A, as 
amended by that certain Global Collateral Documents Amendment, dated as 
of May 28, 1998, executed by Owner and certain of its affiliates in favor of 
the Collateral Agent.

Recital F is hereby amended to read in full as follows:

		"F.  The total amount of this Preferred Mortgage is equal to 
the sum of (i) $250,000,000 plus interest, in respect of Borrower's 
obligations under the Reducing Revolving Loan Agreement, 
(ii) $50,000,000 plus interest, in respect of Borrower's obligations 
under the Term Loan Agreement, and (iii) to the extent that the 
principal amount of either or both of the Reducing Revolving Loan 
Agreement or the Term Loan Agreement is increased by up to an 
aggregate of $50,000,000, such amount plus interest and performance 
of mortgage covenants, and the discharge amount is the same as 
the total amount."

			(3)	Additional Amendment to Amount of Secured 
Obligations.  The first full paragraph on page 3 is hereby amended to read 
in full as follows:

		"TO HAVE AND TO HOLD all and singular the described vessel unto 
Mortgagee, its successors and assigns, forever; upon the terms herein set 
forth for the enforcement of the Guarantied Obligations, including, but not 
limited to, the payment of up to $250,000,000 and interest, in respect of 
Borrower's obligations under the Reducing Revolving Loan Agreement and 
the related Loan Documents, the payment of $50,000,000 and interest, in 
respect of Borrower's obligations under the Term Loan Agreement and the 
related Loan Documents and to the extent that the principal amount of 
either or both of the Reducing Revolving Loan Agreement or the Term 
Loan Agreement is increased by up to an aggregate of $50,000,000, such 
amount plus interest."

In addition, Article IV is hereby amended by deleting the reference to 
"$207,477,346.14", contained in the second paragraph thereof, and by 
substituting the following therefor:

		"$250,000,000, in respect of Borrower's obligations under 
the Reducing Revolving Loan Agreement and the related Loan Documents, 
$50,000,000, in respect of Borrower's obligations under the Term Loan 
Agreement and the related Loan Documents and, to the extent that the 
principal amount of either or both of the Reducing Revolving Loan 
Agreement or the Term Loan Agreement is increased by up to an aggregate 
of $50,000,000, such amount plus interest."

		K.	Amendments to Mortgage and to Assignment of 
Leases, Rents, Income and Profits on Ventnor Property.  The Mortgage and 
the Assignment of Leases, Rents, Income and Profits, each dated as of 
December 2, 1994 and made by ANJI, ADI, MMI and RNJI in respect of 
the Block C-9 Lots located in the city of Ventnor, New Jersey, is being 
amended, concurrently with the amendments to the other Collateral 
Documents effectuated hereby, pursuant to, and as set forth in, that certain 
Second Amendment to Mortgage and Assignment of Leases, of even date 
herewith, executed by ANJI, ADI, MMI and RNJI in favor of Bank of 
America National Trust and Savings Association as Collateral Agent for the 
ratable benefit of each of the Revolving Loan Agreement Lenders and the 
Term Loan Agreement Lenders.

		L.	Amendments to Mortgage and to Assignment of 
Leases, Rents, Income and Profits for Atlantic City Casinos, Garage and 
Transportation Center.  The Mortgage and the Assignment of Leases, Rents, 
Income and Profits, each dated as of December 2, 1994 made by ANJI, ADI 
and AGC relating to the Atlantic City Casinos, Garage and Transportation 
Center, is being amended, concurrently with the amendment to the other 
Collateral Documents effectuated hereby, pursuant to, and as set forth in, 
that certain Second Amendment to Mortgage and Assignment of Leases, of 
even date herewith, executed by ANJI, ADI and AGC in favor of Bank of 
America National Trust and Savings Association as Collateral Agent for the 
ratable benefit of each of the Revolving Loan Agreement Lenders and the 
Term Loan Agreement Lenders.

 		M.	Amendments to Subsidiary Guaranty.  
The Subsidiary Guaranty is hereby amended as follows:

			(1)	Amendment to Preamble.  The Preamble is 
hereby amended by deleting all words appearing after the word 
"Association" on the eighth line thereof and by substituting the following 
words therefor:

		"as Collateral Agent for the ratable benefit of each of (i) 
the lenders which are parties from time to time to the Reducing 
Revolving Loan Agreement referred to below and (ii) the lenders which 
are parties from time to time to the Term Loan Agreement referred to 
below (which lenders are referred to herein collectively and 
individually as "Lender"), with reference to the following facts:"

			(2)	Amendment to Recitals.  Recital A is hereby 
amended to read in full as follows: 

		"A.  Pursuant to the Amended and Restated Reducing Revolving 
Loan Agreement, dated as of May 28, 1998, by and among Aztar 
Corporation, a Delaware corporation ('Borrower'), the lenders 
from time to time party thereto (the 'Reducing Revolving Loan 
Agreement Lenders') and Bank of America National Trust and Savings 
Association, as Administrative Agent (such agreement, as it may 
hereafter be amended, extended, renewed, supplemented, or otherwise 
modified from time to time, being the 'Reducing Revolving Loan 
Agreement'), the Revolving Loan Agreement Lenders are making a 
certain $250,000,000 reducing revolving credit facility available 
to Borrower; and pursuant to the Term Loan Agreement, dated as of 
May 28, 1998, by and among Borrower, the lenders from time to time 
a party thereto (collectively, the 'Term Loan Agreement Lenders'), 
and Bank of America National Trust and Savings Association as 
Administrative Agent (as such agreement may from time to time be 
amended, extended, renewed supplemented or otherwise modified, the 
'Term Loan Agreement'), the Term Loan Agreement Lenders have agreed to 
provide Borrower with a $50,000,000 term loan.  The Revolving Loan 
Agreement and the Term Loan Agreement each contain a provision 
whereby the aggregate indebtedness thereunder may be increased by 
$50,000,000, up to a total of $350,000,000."

			(3)	Amendment to Definitions of "Guarantied 
Obligations", "Guaranty" and "Lender".  The definitions of "Guarantied 
Obligations", "Guaranty" and "Lender" are hereby amended to read in full 
as follows:

		"'Guarantied Obligations' means all Obligations of Borrower 
or any Party at any time and from time to time owed to Lender under 
any one or more of the Loan Documents or any one or more of the Loan 
Documents entered into in connection with (and as defined in) the Term 
Loan Agreement (but not including Obligations owed to Lender under this 
Subsidiary Guaranty), whether due or to become due, matured or unmatured, 
liquidated or unliquidated, or contingent or noncontingent, including 
obligations of performance as well as obligations of payment, and 
including interest that accrues after the commencement of any bankruptcy 
or insolvency proceeding by or against Borrower, any Guarantor or any other 
Person."

		"'Guarantors' means the Significant Subsidiaries of Borrower 
that are parties hereto as indicated on the signature pages hereof, and 
each of them, and any one or more of them jointly and severally."

		"'Lender' means the Collateral Agent, the Reducing Revolving 
Loan Agreement Lenders, and the Term Loan Agreement Lenders, and each 
of them, and any one or more of them.  Subject to the terms of the 
Intercreditor Agreement, any right, remedy, privilege or power of Lender 
may be exercised by the Collateral Agent, by the Requisite Lenders under 
the Reducing Revolving Loan Agreement, or by any Lender party to the 
Reducing Revolving Loan Agreement acting with the consent of such 
Requisite Lenders."

			(4)	Amendment to Exhibit A.  Exhibit A to the 
Subsidiary Guaranty (the Instrument of Joinder) is hereby amended to read 
in full as set forth on Attachment "E" to this Amendment.

			(5)	Acknowledgment by Co-Borrower Subsidiaries. 
 Each of the Co-Borrower Subsidiaries acknowledges and agrees that, while 
it is not a co-obligor with Borrower for any of Borrower's obligations under 
either the Revolving Loan Agreement or the Term Loan Agreement, it shall 
be a "Guarantor" under (and as defined in) the Subsidiary Guaranty.

	4.	Joinder.  Each of the undersigned agrees that, to the extent not 
otherwise addressed by this Amendment, and to the extent such party is not 
already a party to a Collateral Document or the Subsidiary Guaranty, it 
shall be a party in the appropriate capacity to the Collateral Documents and 
the Subsidiary Guaranty, as applicable with the same effect as if such party 
had been an original signatory thereto. 

	5.	Otherwise Not Affected.  Except as expressly amended and 
supplemented by this Amendment, the terms and conditions of the 
Collateral Documents and the Subsidiary Guaranty shall remain unaltered, 
are hereby reaffirmed, and shall continue in full force and effect.

		IN WITNESS WHEREOF, the parties have executed this 
Amendment by their respective duly authorized officers as of the date first 
above written.

AZTAR CORPORATION, a Delaware 
corporation
						
ADAMAR OF NEW JERSEY, INC., a 
New Jersey corporation
						
ATLANTIC-DEAUVILLE, INC., a New Jersey 
corporation
						
ADAMAR GARAGE CORPORATION, a 
Delaware corporation
						
AZTAR DEVELOPMENT CORPORATION, a 
Delaware corporation
						
RAMADA NEW JERSEY HOLDINGS 
CORPORATION, a Delaware corporation
						
RAMADA NEW JERSEY, INC., a New Jersey 
corporation
						
MANCHESTER MALL, INC., a New Jersey 
corporation
						
						
						
By_________________________________
Neil Ciarfalia
Treasurer
							
AZTAR INDIANA GAMING CORPORATION, 
an Indiana corporation
						
AZTAR MISSOURI GAMING CORPORATION, 
a Missouri corporation 
						
RAMADA EXPRESS, INC., a Nevada corporation
						
HOTEL RAMADA OF NEVADA, a Nevada 
corporation
						
						
						
By________________________________
Nelson W. Armstrong, Jr.
Vice President & Secretary
						
BANK OF AMERICA NATIONAL TRUST AND 
SAVINGS ASSOCIATION, as Administrative 
Agent for the Revolving Loan Agreement Lenders
By____________________________________
						
Title:__________________________________
						
						
BANK OF AMERICA NATIONAL TRUST AND 
SAVINGS ASSOCIATION, as Administrative 
Agent for the Term Loan Agreement Lenders
						
By____________________________________
						
Title:__________________________________
						
BANK OF AMERICA NATIONAL TRUST AND 
SAVINGS ASSOCIATION, as Collateral Agent for 
the Revolving Loan Agreement Lenders and for the 
Term Loan Agreement Lenders 
						
By____________________________________
						
Title:__________________________________


	EXHIBIT E

	GLOBAL ASSIGNMENT AND RELEASE AGREEMENT

THIS GLOBAL ASSIGNMENT AND RELEASE AGREEMENT 
("Agreement") dated as of May 28, 1998 is entered into by the Assignors and 
Assignees described on the signature pages hereto with reference to (a) the 
Reducing Revolving Loan Agreement dated as of October 4, 1994 (the "Aztar 
Loan Agreement") among Aztar Corporation ("Aztar") and certain of its 
Subsidiaries (the "Co-Borrower Subsidiaries") with such Co-Borrower 
Subsidiaries as joint and several co-borrowers, the Banks therein named, and 
Bank of America National Trust and Savings Association, as Managing Agent 
and (b) the Second Amended and Restated Loan Agreement dated as of October 
4, 1994 (the "Tropicana Loan Agreement") among Tropicana Enterprises 
("Tropicana"), the Banks therein named, and Bank of America National Trust 
and Savings Association, as Managing Agent.  The Aztar Loan Agreement and 
the Tropicana Loan Agreement are herein collectively referred to as the 
"Existing Loan Agreements".  The parties hereto agree with reference to the 
following facts:

A.	Each of the Assignors is party to the Aztar Loan Agreement with 
the percentage interests in the credit facilities provided to the Co-
Borrower Subsidiaries thereunder set forth on Schedule A hereto.  Each 
of the Assignors is also party to the Tropicana Loan Agreement with the 
percentage interests in the credit facilities provided to Tropicana 
thereunder set forth on Schedule B hereto.

B.	As of the date hereof, the principal amount of the Obligations 
under the Aztar Loan Agreement and the principal amount of the 
Obligations under the Tropicana Loan Agreement are as set forth on 
Schedule C hereto.

C.	Immediately following the effectiveness of this Agreement, (i) the 
Aztar Loan Agreement shall be amended and restated, as to a portion 
thereof, pursuant to an Amended and Restated Reducing Revolving Loan 
Agreement (the "Amended Revolver") of even date herewith (under 
which Aztar shall be the sole Borrower), (ii) a portion of the Aztar Loan 
Agreement shall be evidenced by a Term Loan Agreement (the "Term 
Loan Agreement") of even date herewith and (iii) the Tropicana Loan 
Agreement shall be amended pursuant to an Amendment No. 1 to Loan 
Agreement of even date herewith (collectively, the "Amended 
Agreements").

D.	In anticipation of the execution of the Amended Agreements, the 
parties desire to make the assignments contemplated herein, so as to 
adjust their respective percentage interests under the Amended 
Agreements.

E.	Certain of the Banks who will hereby assign their entire interest in 
the Existing Loan Agreements as set forth on the signature page hereof 
(the "Exiting Banks") shall hereby terminate their status as Banks under 
the Existing Loan Agreements and shall not participate in the Amended 
Agreements.

F.	Pursuant to this Agreement, the Assignors will release the Co-
Borrower Subsidiaries as borrowers under the Aztar Loan Agreement 
subject to their execution of the Subsidiary Guaranty under the Amended 
Revolver and the Term Loan Agreement.

The parties hereto hereby severally represent, warrant, assign, accept and 
agree as follows:

1.	Definitions.  Capitalized terms used but not defined herein 
are used with the meanings set forth for such terms in the Aztar Loan 
Agreement.  As used in this Agreement, the following capitalized terms shall 
have the meanings set forth below:

"Assignee" means (a) as to the Aztar Loan Agreement, those of 
the Banks having a positive amount set forth opposite the name of that 
Bank in (i) Column II of Schedule A hereto as to the Amended Revolver 
and (ii) Column III of Schedule A hereto as to the Term Loan Agreement 
and (b) as to the Tropicana Loan Agreement, those of the Banks having a 
positive amount set forth opposite the name of that Bank in Column II of 
Schedule B hereto.

"Assigned Pro Rata Share" means, as to each Bank and each of 
the Amended Agreements, the amount and percentage interest assigned 
or accepted by that Bank under that Loan Agreement, as detailed on 
Schedules A and B.

"Assignor" means (a) as to the Aztar Loan Agreement, those of 
the Banks having a positive amount set forth opposite the name of that 
Bank in Column I of Schedule A hereto and (b) as to the Tropicana Loan 
Agreement, those of the Banks having a positive amount set forth 
opposite the name of that Bank in Column I of Schedule B hereto.

"Borrowers" means, as of the Effective Date, Aztar and 
Tropicana.

"Effective Date" means the date upon which the Amended 
Agreements become effective and the payments described in Section 6 
have been made.

"Exiting Bank" means each Bank which hereby assigns its entire 
interest in the Existing Loan Agreements.

"Loan Documents" means the Loan Documents described in the 
Aztar Loan Agreement and the Tropicana Loan Agreement.

"Managing Agent" means Bank of America National Trust and 
Savings Association, in its capacity as Managing Agent for each of the 
Banks under the Existing Loan Agreements.

"Obligations" means, collectively, the obligations and 
indebtedness of the Co-Borrower Subsidiaries and Tropicana, 
respectively, under the Existing Loan Agreements.

"Pro Rata Shares" means, as the context requires, the percentage 
interest of the relevant Bank of the commitments under the Aztar Loan 
Agreement or Tropicana Loan Agreement.

2.	Representations and Warranties of the Assignors.  Each 
Assignor severally represents and warrants, each for itself and not for any 
other Assignor, to the Assignees as follows:

(a)	As of the date hereof, the Pro Rata Shares of such Assignor 
under the Loan Agreements are as set forth on Schedule A and Schedule 
B, in each case without giving effect to assignments thereof which have 
not yet become effective;

(b)	Such Assignor is the legal and beneficial owner of such 
Assignor's Assigned Pro Rata Share and such Assignor's Assigned Pro 
Rata Share is free and clear of any adverse claim.  Schedule C accurately 
reflects the aggregate outstandings under the Existing Loan Agreements;

(c)	Such Assignor has full power and authority, and has taken 
all action necessary, to execute and deliver this Agreement and any and 
all other documents required or permitted to be executed or delivered by 
it in connection with this Agreement and to fulfill its obligations under, 
and to consummate the transactions contemplated by, this Agreement, 
and no governmental authorizations or other authorizations are required 
in connection therewith;

(d)	This Agreement constitutes the legal, valid and binding 
obligation of such Assignor.

The Assignors make no representation or warranty and assume no responsibility 
with respect to the financial condition of Borrowers or the performance by 
Borrowers of the Obligations, and assume no responsibility with respect to any 
statements, warranties or representations made in or in connection with the 
Existing Loan Agreements or the execution, legality, validity, enforceability, 
genuineness, or sufficiency of the Existing Loan Agreements or any Loan 
Document other than as expressly set forth above.

3.	Representations and Warranties of the Assignees.  Each 
Assignee hereby represents and warrants, for itself and not for any other 
Assignee, to each Assignor as follows:

(a)	Such Assignee has full power and authority, and has 
taken all action necessary, to execute and deliver this Agreement, and 
any and all other documents required or permitted to be executed or 
delivered by it in connection with this Agreement and to fulfill its 
obligations under, and to consummate the transactions contemplated by, 
this Agreement, and no governmental authorizations or other 
authorizations are required in connection therewith;

(b)	This Agreement constitutes the legal, valid and 
binding obligation of such Assignee;

(c)	Such Assignee has independently and without 
reliance upon the Managing Agent or any Assignor and based on such 
documents and information as such Assignee has deemed appropriate, 
made its own credit analysis and decision to enter into this Agreement.  
Such Assignee will, independently and without reliance upon the 
Managing Agent or any Bank, and based upon such documents and 
information as it shall deem appropriate at the time, continue to make its 
own credit decisions in taking or not taking action under the Amended 
Agreements;

(d)	Such Assignee has received copies of such of the 
Existing Loan Agreements and the Amended Agreements, related loan 
documents and financial statements of Borrowers and their Affiliates as 
it has requested;

(e)	Such Assignee will perform in accordance with their 
respective terms all of the obligations which by the terms of the 
Amended Agreements are required to be performed by it as a Bank; and

(f)	Such Assignee is an Eligible Assignee.

4.	Assignment and Acceptance; Release of Exiting Banks.  

(a)	On the Effective Date and on the terms set forth 
herein, each Bank under the Aztar Loan Agreement hereby irrevocably sells, 
assigns and transfers, as an Assignor, its Assigned Pro Rata Share under the 
Aztar Loan Agreement (detailed as to percentage and amount in Column I of 
Schedule A hereto):

(i)  to each Bank which is an Assignee under the Amended Revolver, its 
Assigned Pro Rata Share under the Amended Revolver (detailed as to 
percentage and amount in Column II of Schedule A hereto); and 

(ii) to each Bank which is an Assignee under the Term Loan Agreement, 
its Assigned Pro Rata Share under the Term Loan Agreement (detailed as 
to percentage and amount in Column III of Schedule A hereto).   

Each Bank which is an Assignee under the Amended Revolver or the Term 
Loan Agreement hereby irrevocably accepts, from each such Assignor, an 
Assigned Pro Rata Share in the amount and percentage interest detailed in 
Columns II and III, respectively, of Schedule A hereto.

(b)	On the Effective Date and on the terms set forth 
herein, each Bank under the Tropicana Loan Agreement hereby irrevocably 
sells, assigns and transfers, as an Assignor, its Assigned Pro Rata Share under 
the Tropicana Loan Agreement (detailed as to percentage and amount in 
Column I of Schedule B hereto) to each Bank which is an Assignee under the 
Tropicana Loan Agreement.  Each Bank which is an Assignee under the 
Tropicana Loan Agreement hereby irrevocably accepts, from each such 
Assignor, an Assigned Pro Rata Share in the amount and percentage interest 
detailed in Column II of Schedule B hereto.

(c)	On the Effective Date, each Bank which is an 
Exiting Bank hereby accepts termination of its status as a Bank under the 
Existing Loan Agreements, and all of the other parties thereto hereby release 
such Exiting Banks from their lending commitments and any other obligation 
under the Existing Loan Agreements.

(d)	As of the Effective Date, each Assignee shall have 
the rights and obligations of a "Bank" under the Loan Documents.  Each 
Assignee hereby appoints and authorizes the Managing Agent to take such 
action and to exercise such powers under the Existing Loan Agreements as are 
delegated to the Managing Agent by the Existing Loan Agreements.

5.	Release of Co-Borrower Subsidiaries.  On the Effective 
Date, each Co-Borrower Subsidiary is released from any further obligation as a 
co-borrower under the Aztar Loan Agreement; provided that each such Co-
Borrower Subsidiary executes and delivers the Subsidiary Guaranty under the 
Amended Revolver and the Term Loan Agreement.

6.	Payment.  On the Effective Date, and as a condition 
precedent to the assignments contemplated hereby, (i) Borrowers shall pay to 
each Bank through the Managing Agent all interest, fees, and other amounts 
which have accrued and remain unpaid under the Existing Loan Agreements as 
of the date hereof and (ii) the Assignees shall pay to the Assignors through 
the Managing Agent such principal amounts outstanding under the Existing Loan 
Agreements as are necessary to result in each Bank holding the percentage 
interest in the Amended Revolver and Term Loan Agreement as set forth in 
Columns II and III, respectively of Schedule A hereto (with any excess amount 
advanced to Aztar as additional principal outstanding under the Amended 
Revolver or Term Loan Agreement, as the case may be) and each Bank holding 
the percentage interest in the Tropicana Loan Agreement as is set forth in 
Column II of Schedule B hereto.  The Managing Agent shall advise each Bank 
of the amounts to be so paid and (in the absence of written objection from any 
Bank) the advice of the Managing Agent shall be conclusively presumed to be 
correct.  The Managing Agent may require that each payment made by or to a 
Bank be net of any amounts to be paid to or by that Bank.  The Assignors and 
the Assignees hereby agree that if any of them receives any payment of 
interest, principal, fees or any other amount under the Existing Loan 
Agreements, their respective Notes or any other Loan Documents which is for 
the account of one of the other parties hereto, it shall hold the same in 
trust for such party to the extent of such party's interest therein and shall 
promptly pay the same to such party.

7.	Notes.  Concurrently herewith each Bank is redelivering its 
promissory notes under the Existing Loan Agreements to counsel for the 
Managing Agent for cancellation in consideration of the issuance of the new 
promissory notes to be issued in connection with the Amended Agreements.

8.	Further Assurances.  The Assignors and the Assignees 
further agree to execute and deliver such other instruments, and take such 
other action, as any party hereto may reasonably request in connection with 
the transactions contemplated by this Agreement.

9.	Governing Law.  THIS AGREEMENT SHALL BE 
DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND 
SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED 
IN ACCORDANCE WITH, THE LOCAL LAWS OF THE STATE OF 
NEVADA.  FOR ANY DISPUTE ARISING IN CONNECTION WITH 
THIS AGREEMENT, EACH ASSIGNEE HEREBY IRREVOCABLY 
SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE 
OF NEVADA.

10.	Notices.  All communications among the parties or notices 
in connection herewith shall be in writing, and shall be delivered in the 
manner set forth in the Aztar Loan Agreement.

11.	Binding Effect.  This Agreement shall be binding upon and 
inure to the benefit of the parties and their respective successors and 
assigns; provided, however, that no Assignee shall assign its rights or 
obligations under this Agreement without the prior written consent of each 
Assignor and any purported assignment, absent such consent, shall be void.  
Nothing contained in this Section shall restrict the assignment by any Assignee 
of its rights under the Loan Documents following the Effective Date.

12.	Consent of Managing Agent and Borrowers.  By executing 
this Agreement in the space provided below, Bank of America National Trust 
and Savings Association consents (in its capacity as Managing Agent under 
each of the Existing Loan Agreements) to each of the assignments described 
herein, and waives the recordation fees payable to it to it as Managing Agent 
pursuant to the Existing Loan Agreements in connection with such assignments. 
 Borrowers (while not a party to this Agreement) have signed this Agreement 
below to evidence their consent to such assignments.

IN WITNESS WHEREOF, the parties have caused this 
Agreement to be executed and delivered by their respective officials, officers 
or agents thereunto duly authorized as of the date first above written.

BANK OF AMERICA NATIONAL TRUST 
AND SAVINGS ASSOCIATION (as 
Managing Agent under each of the Loan 
Agreements)

By: _____________________________

Title: ____________________________






"Assignors"

BANK OF AMERICA NATIONAL TRUST 
AND SAVINGS ASSOCIATION


By: 
__________________________________
   	Scott L. Faber
Vice President

Address:

Bank of America National Trust and Savings 
Association
555 South Flower Street, 11th Floor, #3283
Los Angeles, California  90071

Attn:	Scott L. Faber
Vice President

Telecopier:  (213) 228-2641 
Telephone:   (213) 228-2768

With a copy to:

Bank of America National Trust and
Savings Association
555 South Flower Street (LA-5777)
Los Angeles, California  90071

Attn:	William Newby 
Managing Director

Telecopier:  (213) 228-3145
Telephone:   (213) 228-2438





BANKERS TRUST COMPANY



By
	_________________________________
David Bell
Vice President

Address:

Bankers Trust Company
130 Liberty Street
New York, New York 10006

Attn: 	David Bell
Vice President

Telecopier: (212) 250-7218
Telephone: (212) 250-9048



SOCIETE GENERALE



By
	_________________________________
Donald L. Schubert
First Vice President

Address:

Societe Generale
2029 Century Park East, Suite 2900
Los Angeles, California 90067

Attn: 	Donald L. Schubert
First Vice President

Telecopier: (310) 551-1537
Telephone: (310) 788-7104

With a copy sent to:

Societe Generale
2029 Century Park East, Suite 2900
Los Angeles, California 90067

Attn: Jane van Brussel

Telecopier: (310) 788-7106
Telephone: 9310) 551-1537


BANK OF SCOTLAND



By
	_________________________________
Annie Chin-Tat
Vice President

Address:

Bank of Scotland
565 Fifth Avenue
New York, New York 10017

Attn: Annie Chin-Tat

Telecopier: (212) 557-9460
Telephone: (212) 450-0871

With a copy to:

Bank of Scotland
660 South Figueroa Street, Suite 1760
Los Angeles, California 90017

Attn: Kandis Jaffrey

Telecopier: (213) 489-3594
Telephone: (213) 629-3057

CREDIT LYONNAIS LOS ANGELES 
BRANCH



By
	_________________________________
Dianne M. Scott
Vice President and Manager

Address:

Credit Lyonnais Los Angeles Branch
515 South Flower Street, 22nd Floor
Los Angeles, California 90071

Attn: Glenn Harvey

Telecopier: (213) 623-3437
Telephone: (213) 362-5956

With a copy to:

Ron Finn, Esquire
Legal Department
Credit Lyonnais, New York Branch
1301 Avenue of the Americas
New York, New York 10019

Telecopier: (212) 459-3187
Telephone: (212) 261-7050



PNC BANK, NATIONAL ASSOCIATION



By
	_________________________________
Gary W. Wessels
Vice President

Address:

PNC Bank, N.A.
Two Tower Center, 16th Floor
East Brunswick, New Jersey 08816

Attn: Denise D. Killen

Telecopier: (732) 220-3270
Telephone: (732) 220-3262


ABN AMRO BANK, N.V.



By
	_________________________________
Jeffrey A. French
Group Vice President and Director

By
	_________________________________
Michael Tolentino
Assistant Vice President and Credit 
Analyst

Address:

ABN AMRO Bank, N.V.
101 California Street, Suite 4550
San Francisco, California 94111-5812

Attn: Michael Tolentino

Telecopier: (415) 362-3524
Telephone: (415) 984-3722
IMPERIAL BANK, A CALIFORNIA 
BANKING CORPORATION



By
	_________________________________

_______________________________
[Printed Name and Title]

Address:

Imperial Bank
9920 South La Cienega Boulevard, 14th 
Floor
Inglewood, California 90301

Attn: Steven K. Johnson

Telecopier: (310) 417-5997
Telephone: (310) 417-5657


FIRST SECURITY BANK N.A., as an 
Assignor and an Exiting Bank


By:	___________________________
David Williams
Vice President

Address:

First Security Bank N.A.
Commercial Banking Division
15 East 100 South, Second Floor
Salt Lake City, Utah  84111

Attn:  David Williams
   Vice President

Telecopier: 	(801) 246-5532
Telephone:	(801) 246-5540
MASSMUTUAL HIGH YIELD PARTNERS 
LLC, as an Assignor and an Exiting Bank


By:	___________________________
Laura Hamel
Title:_______________________

Address:

MassMutual High Yield Partners LLC
c/o Massachusetts Mutual Life Insurance Co.
1295 State Street
Springfield, Massachusetts 01111

Attn:   John Wheeler
    _____________


Telecopier: 	(413) 744-6127
Telephone: 	(413) 744-6228


MERRILL LYNCH SENIOR FLOATING 
RATE FUND, INC., as an Assignor and an 
Exiting Bank


By:	_________________________________
Jill Montanye
Title:_____________________________

Address:

Merrill Lynch Senior Floating Rate Fund Inc.
Area 1B
c/o Merrill Lynch Asset Management
800 Scudders Mill Road
Plainsboro, NJ 08536

Attn:    Jill Montanye
     _______________

Telecopier:	(609) 282-3542
Telephone:	(609) 282-3102




THE SUMITOMO BANK, LIMITED, as an 
Assignor and an Exiting Bank


By:
	___________________________________
Herbert W. Redding
Vice President

Address:

The Sumitomo Bank, Limited
233 South Wacker Drive, Suite 5400
Chicago, IL 60606-6448

Attn:    Herbert W. Redding
 	     Vice President

Telecopier:	(312) 993-6255
Telephone:	(312) 993-6202






"Assignees"


BANK OF AMERICA NATIONAL TRUST 
AND SAVINGS ASSOCIATION


By: 
__________________________________
   	Scott L. Faber
Vice President

Address:

Bank of America National Trust and Savings 
Association
555 South Flower Street, 11th Floor, #3283
Los Angeles, California  90071

Attn:     Scott L. Faber
      Vice President

Telecopier:  (213) 228-2641 
Telephone:   (213) 228-2768

With a copy to:

Bank of America National Trust and
Savings Association
555 South Flower Street (LA-5777)
Los Angeles, California  90071

Attn:     William Newby 
       Managing Director

Telecopier:  (213) 228-3145
Telephone:   (213) 228-2438



BANK OF AMERICA NATIONAL TRUST 
AND SAVINGS ASSOCIATION


By: 
__________________________________
   	Francis Griffin
Attorney-In-Fact

Address:

Bank of America National Trust and Savings 
Association
231 South LaSalle Street, 18th Floor
Chicago, Illinois 60697

Attn:  Francis Griffin

Telecopier:  (312) 828-7448
Telephone:   (312) 828-8244

With a copy to:

Bank of America National Trust and Savings 
Association
231 South LaSalle Street, 18th Floor
Chicago, Illinois 60697

Attn:     Catherine Beard

Telecopier: (312) 828-7448
Telephone: (312) 828-6389



BANKERS TRUST COMPANY



By
	_________________________________
David Bell
Vice President

Address:

Bankers Trust Company
130 Liberty Street
New York, New York 10006

Attn:     David Bell
      Vice President

Telecopier: (212) 250-7218
Telephone: (212) 250-9048



SOCIETE GENERALE



By
	_________________________________
Donald L. Schubert
First Vice President


Address:

Societe Generale
2029 Century Park East, Suite 2900
Los Angeles, California 90067

Attn:     Donald L. Schubert
      First Vice President

Telecopier: (310) 551-1537
Telephone: (310) 788-7104
With a copy sent to:

Societe Generale
2029 Century Park East, Suite 2900
Los Angeles, California 90067

Attn: Jane van Brussel

Telecopier: (310) 788-7106
Telephone: 9310) 551-1537


BANK OF SCOTLAND



By
	_________________________________
Annie Chin-Tat
Vice President

Address:

Bank of Scotland
565 Fifth Avenue
New York, New York 10017

Attn: Annie Chin-Tat

Telecopier: (212) 557-9460
Telephone: (212) 450-0871

With a copy to:

Bank of Scotland
660 South Figueroa Street, Suite 1760
Los Angeles, California 90017

Attn: Kandis Jaffrey

Telecopier: (213) 489-3594
Telephone: (213) 629-3057

CREDIT LYONNAIS LOS ANGELES 
BRANCH



By
	_________________________________
Dianne M. Scott
Vice President and Manager

Address:

Credit Lyonnais Los Angeles Branch
515 South Flower Street, 22nd Floor
Los Angeles, California 90071

Attn: Glenn Harvey

Telecopier: (213) 623-3437
Telephone: (213) 362-5956

With a copy to:

Ron Finn, Esquire
Legal Department
Credit Lyonnais, New York Branch
1301 Avenue of the Americas
New York, New York 10019

Telecopier: (212) 459-3187
Telephone: (212) 261-7050



PNC BANK, NATIONAL ASSOCIATION



By
	_________________________________
Gary W. Wessels
Vice President

Address:

PNC Bank, N.A.
Two Tower Center, 16th Floor
East Brunswick, New Jersey 08816

Attn: Denise D. Killen

Telecopier: (732) 220-3270
Telephone: (732) 220-3262



ABN AMRO BANK, N.V.



By
	_________________________________
Jeffrey A. French
Group Vice President and Director

By	    _______________________________
Michael Tolentino
Assistant Vice President and Credit 
Analyst

Address:

ABN AMRO Bank, N.V.
101 California Street, Suite 4550
San Francisco, California 94111-5812

Attn: Michael Tolentino

Telecopier: (415) 362-3524
Telephone: (415) 984-3722

IMPERIAL BANK, A CALIFORNIA 
BANKING CORPORATION



By	_________________________________

_______________________________
[Printed Name and Title]

Address:

Imperial Bank
9920 South La Cienega Boulevard, 14th 
Floor
Inglewood, California 90301

Attn: Steven K. Johnson

Telecopier: (310) 417-5997
Telephone: (310) 417-5657


KEYBANK NATIONAL ASSOCIATION



By
	_________________________________
Mary K. Young
Commercial Banking Officer

Address:

KeyBank National Association
700 Fifth Avenue, 46th Floor
Seattle, Washington 98104

Attn: Mary K. Young

Telecopier: (206) 684-6035
Telephone: (206) 684-6085
THE MITSUBISHI TRUST AND 
BANKING CORPORATION, LOS 
ANGELES AGENCY



By
	_________________________________
Yasushi Satomi
Senior Vice President and Chief 
Manager

Address:

The Mitsubishi Trust and Banking 
Corporation, Los Angeles Agency
801 South Figueroa Street, Suite 500
Los Angeles, California 90017

Attn: F. Frank Herrera

Telecopier: (213) 687-4631
Telephone: (213) 896-4652


ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors, Inc., as Collateral 
Manager



By
	_________________________________

_________________________________
[Printed Name and Title]

Address:

Archimedes Funding, L.L.C.
c/o ING Capital Advisors, Inc.
333 South Grand Avenue, suite 4250
Los Angeles, California 90071

Attn:     Mike Hatley
       Vice President and Portfolio 
Manager
Telecopier: (213) 346-3972
Telephone: (213) 346-3995


DEEPROCK & COMPANY,
By: Eaton Vance Management,
as Investment Advisor


By
	_________________________________

_________________________________
[Printed Name and Title]

Address:

State Street Bank & Trust Company
Corporate Trust Division
Two International Place, 5th Floor
Boston, Massachusetts 02110

Attn: Patrick McEnroe

Telecopier: (617) 664-5366 or (617) 664-
5367
Telephone: (617) 664-5407

and

Eaton Vance Management
Attention: Prime Rate Reserves
24 Federal Street, 6th Floor
Boston, Massachusetts 02110

Telecopier: (617) 695-9594
Telephone: (617) 348-0115

The undersigned hereby consent to the assignments described above and to the 
release of the Exiting Banks from their lending commitments under the Loan 
Agreements:


AZTAR CORPORATION
ADAMAR OF NEW JERSEY, INC.


By: _______________________
Neil Ciarfalia, Treasurer


RAMADA EXPRESS, INC.
AZTAR INDIANA GAMING CORPORATION
AZTAR MISSOURI GAMING CORPORATION


By: _______________________
Nelson W. Armstrong, Jr.
Vice President and Secretary


TROPICANA ENTERPRISES
By: ADAMAR OF NEVADA
Its General Partner


By: _______________________
Nelson W. Armstrong, Jr.
Vice President and Secretary


	EXHIBIT F

	INTERCREDITOR AND COLLATERAL AGENCY 
AGREEMENT


		THIS INTERCREDITOR AND COLLATERAL 
AGENCY AGREEMENT (this "Agreement"), dated as of May 28, 
1998, is entered into by and among Bank of America National Trust 
and Savings Association ("Bank of America"), as Administrative 
Agent for the Revolver Lenders (as hereinafter defined) Bank of 
America, as Administrative Agent for the Term Lenders (as 
hereinafter defined) and Bank of America, as Collateral Agent for 
the Revolver Lenders and for the Term Lenders (the "Collateral 
Agent"), with reference to the following facts:

	RECITALS

		A.	Aztar Corporation, a Delaware corporation 
("Borrower"), the Revolver Lenders (as defined below), and Bank of 
America, as Administrative Agent, are parties to that certain 
Amended and Restated Reducing Revolving Loan Agreement of 
even date herewith (as amended through the date hereof, the 
"Amended Revolver"), pursuant to which the Revolver Lenders have 
provided Borrower with certain secured reducing revolving loan and 
letter of credit facilities.  Unless otherwise herein defined, 
capitalized terms herein are used with the same meanings as set forth 
in the Amended Revolver.

		B.	Borrower is concurrently entering into a Term 
Loan Agreement of even date herewith among Borrower, the Term 
Lenders (as defined below) and Bank of America, as Administrative 
Agent (the "Term Loan Agreement"), which is to be secured by the 
same Collateral and guaranteed by the same Persons as the Amended 
Revolver.

		C.	Pursuant to this Agreement, the Revolver 
Lenders and the Term Lenders (collectively, the "Lenders") (i) shall 
agree as to the relative priority and enforcement rights of (a) their 
respective Liens and security interests in the assets and properties of 
Borrower and of certain Subsidiaries of Borrower, and (b) their 
respective interests in the Subsidiary Guaranty and (ii) shall appoint 
the Collateral Agent as their common collateral agent to take the 
actions described herein with respect to the Collateral (as hereinafter 
defined).

		D.	The execution of this agreement by Bank of 
America, as Collateral Agent and representative of the Lenders, is 
authorized by Section 10.1 of the Amended Revolver and Section 
10.1 of the Term Loan Agreement.

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

		ARTICLE I

	DEFINITIONS

	I.1	Definitions of Certain Terms.  As used herein, the 
following terms have the meanings set forth below:

		"Administrative Agent" means (a) when used in the 
context of the Amended Revolver, the Administrative Agent under 
the Amended Revolver and (b) when used in the context of the Term 
Loan Agreement, the Administrative Agent under the Term Loan 
Agreement.

		"Aggregate Permitted Obligations" means, as of each 
date of determination, the sum of the Permitted Term Obligations 
and the Permitted Revolver Obligations.

		Amended Revolver" has the meaning specified in the 
Recitals to this Agreement.

		"Collateral" means, collectively, the Collateral 
described in the Amended Revolver and the Collateral described in 
the Term Loan Agreement.

		"L/C Exposure" means, as of any date of 
determination, the aggregate
maximum available amount which may be drawn under all Letters of 
Credit which are outstanding under the Amended Revolver as of 
such date of determination.

		"Lenders" means each of the Lenders from time to time 
party to the Amended Revolver or the Term Loan Agreement.

		"Loan Agreements" means, collectively, the Term 
Loan Agreement and the Amended Revolver.

		"Loan Documents" means, collectively, the Loan 
Documents described in the Amended Revolver and the Loan 
Documents described in the Term Loan Agreement.
		"Material Collateral" means any Collateral which may 
not be released without the consent of all of the Lenders pursuant to 
Section 11.26 of the Amended Revolver and Section 11.27 of the 
Term Loan Agreement, in each case as in effect on the date hereof.

		"Notice of Default" has the meaning set forth in 
Section 2.1.

		"Permitted Revolver Obligations" means Obligations 
under the Amended Revolver to the extent that the same do not 
exceed the sum of (a) the amount of the Commitment under the 
Amended Revolver, as in effect on the date of this Agreement plus 
(b) any increase thereto made in accordance with the provisions of 
Section 2.8 of the Amended Revolver.

		"Permitted Term Obligations" means Obligations 
under the Term Loan Agreement to the extent that the same do not 
exceed the sum of (a) the amount of the Commitment under the 
Term Loan Agreement, as in effect on the date of this Agreement 
plus (b) any increase thereto made in accordance with the provisions 
of Section 2.6 of the Term Loan Agreement.

		"Required Combined Lenders" means Lenders holding 
65% or more of the combined lending commitments under the 
Amended Revolver and the Term Loan Agreement (or, to the extent 
that both of such lending commitments have then been terminated, 
Lenders holding 65% of the Aggregate Permitted Obligations).

		"Revolver Lenders" means the Lenders from time to 
time party to the Amended Revolver.

		"Subsidiary Guaranty" means the Subsidiary Guaranty, 
as defined in the Amended Revolver and in the Term Loan 
Agreement.

		"Term Loan Agreement" has the meaning specified in 
the Recitals to this Agreement.

		"Term Lenders" means the Lenders party to the Term 
Loan Agreement from time to time.

	I.2	Terms Generally.  The definitions in Section 1.1 shall 
apply equally to both the singular and plural forms of the terms 
defined.  Whenever the context may require, any pronoun shall 
include the corresponding masculine, feminine and neuter forms.  
The words "include," "includes" and "including" shall be deemed to 
be followed by the phrase "without limitation."  All references 
herein to Articles and Sections shall be deemed references to 
Articles and Sections of this Agreement unless the context shall 
otherwise require.

	I.3	Incorporation by Reference.  Any provision of the 
Amended Revolver that is incorporated by reference into this 
Agreement shall be deemed to be amended in such respects as are 
necessary to make such provision appropriate in the context of this 
Agreement rather than the context of the Amended Revolver.  Any 
defined term used in such a provision which is defined in Section 1.1 
of this Agreement shall be incorporated herein using the defined 
term in this Agreement, and not the defined term in the Amended 
Revolver.

	ARTICLE II

	SHARING OF LIENS AND GUARANTIES

	II.1	Sharing of Liens and Subsidiary Guaranty.  The 
Collateral Agent is hereby appointed by the Revolver Lenders and 
the Term Lenders to hold, on behalf of all of the Lenders, (a) the 
Liens granted pursuant to the Collateral Documents and (b) the 
rights under the Subsidiary Guaranty, in each case for the pari passu 
and ratable benefit of all of the Lenders.  Concurrently with 
acceleration of the obligations under the Term Loan Agreement or 
the Amended Revolver, the Administrative Agent for the respective 
Lenders thereunder will deliver a notice thereof (a "Notice of 
Default") to the Collateral Agent (or, if the Obligations are deemed 
accelerated pursuant to Section 9.1(k) of the Amended Revolver or 
Section 9.1(k) of the Term Loan Agreement, shall be deemed to have 
delivered a Notice of Default).  Upon any foreclosure of the Liens 
under the Collateral Documents, upon the receipt by the Collateral 
Agent of any payment under the Subsidiary Guaranty, or upon any 
other realization of the benefits of the Collateral Documents or the 
Subsidiary Guaranty, the Collateral Agent shall make any 
distribution of the proceeds thereof in accordance with Section 5.1 
through the respective Administrative Agents to the Lenders in 
accordance with the following proportion, determined on the basis of 
the principal obligations outstanding to the Lenders as of the date of 
its first receipt (or deemed receipt) of a Notice of Default:

	(i) the Term Lenders shall be entitled to distribution of an 
amount which is proportionately equal to the amount which the 
principal amount of the Permitted Term Obligations bear to the 
Aggregate Permitted Obligations; and

	(ii) the Revolver Lenders shall be entitled to distribution of an 
amount which is proportionately equal to the amount which the 
principal amount of the Permitted Revolver Obligations bear to 
the Aggregate Permitted Obligations.

	II.2	Subordination of Excess Amounts.  To the extent that 
the aggregate principal amount of the obligations under the Amended 
Revolver exceeds the Permitted Revolver Obligations or the 
aggregate principal amount of the obligations under the Term Loan 
Agreement exceeds the Permitted Term Obligations (in each case as 
of the date of the giving of a Notice of Default) such excess amounts 
shall continue to be secured by the Collateral but shall be 
subordinate and junior in right of payment from the proceeds of the 
Liens of the Collateral Documents and the Subsidiary Guaranty to 
the prior payment (ratably, as set forth above) of the Permitted 
Revolver Obligations and the Permitted Term Obligations.


		ARTICLE III

	ENFORCEMENT OF LIENS AND SUBSIDIARY GUARANTY

	III.1	No Independent Right of Action.  Each of the Lenders 
and each of the Administrative Agents agrees that no Lender or 
Administrative Agent shall have any independent right of action 
under the Collateral Documents or the Subsidiary Guaranty, and that 
the rights and remedies of the Collateral Agent thereunder shall only 
be exercised at the direction of the Required Combined Lenders 
(notwithstanding the occurrence of any Default, Event of Default or 
acceleration of the Obligations under the Amended Revolver or the 
Term Loan Agreement).  The Collateral Agent hereby agrees (and 
each Lender and Administrative Agent acknowledges such 
agreement) that it shall not enforce the Liens and security interests of 
any individual Lender in the Collateral or make demand under the 
Subsidiary Guaranty without the direction and consent of the 
Required Combined Lenders. 

	III.2	Amendments to Collateral Documents and Subsidiary 
Guaranty.  Until the Collateral Agent has received (or is deemed to 
have received) a Notice of Default, (a) the Collateral Agent shall not 
enter into any amendment, modification or waiver of the terms of the 
Collateral Documents or the Subsidiary Guaranty without the 
consent of both the Requisite Lenders under the Amended Revolver 
and the Requisite Lenders under the Term Loan Agreement and (b) 
no release of (i) the TEGP Property shall be made without the 
approval of the Requisite Lenders under the Term Loan Agreement 
and the Requisite Lenders under the Amended Revolver and (ii) any 
other Material Collateral shall be made without the approval of all of 
the Lenders. 

		Following its receipt of a Notice of Default, (a) the 
Collateral Agent shall not enter into any amendment, modification or 
waiver of the terms of the Collateral Documents or the Subsidiary 
Guaranty without the consent of the Required Combined Lenders 
and (b) no release of (i) the TEGP Property without the approval of 
the Required Combined Lenders and (ii) any other Material 
Collateral shall be made without the approval of all of the Lenders.

		ARTICLE IV

	THE COLLATERAL AGENT

	IV.1	  Appointment of Collateral Agent.  Each of the 
Lenders hereby irrevocably appoints and authorizes Bank of 
America to act as Collateral Agent pursuant to the terms of the Loan 
Documents and this Agreement, and Bank of America agrees to act 
as Collateral Agent for such Lenders, pursuant to the terms of the 
Loan Documents and this Agreement.

	IV.2	 Other Agency Provisions.  Sections 10.2, 10.3, 10.4, 
10.5, 10.6, 10.7, 10.8, 10.9 and 10.10 of the Revolving Loan 
Agreement are incorporated herein and made a part hereof by this 
reference, provided that for the purposes of this Agreement all 
references to the "Administrative Agent" contained in such Sections 
of the Revolving Loan Agreement shall be deemed to be references 
to the Collateral Agent.


	ARTICLE V

	PROCEEDS RECEIVED UNDER LOAN DOCUMENTS;
	OTHER AMOUNTS RECEIVED FOLLOWING EVENT OF 
DEFAULT

	V.1	Application of Proceeds of Collateral and Subsidiary 
Guaranty.

			(a)	Upon its receipt of any Notice of 
Default, the Collateral Agent shall notify each of the 
Administrative Agents thereof, and each Administrative Agent 
shall promptly deliver to the Collateral Agent a certificate setting 
forth the principal amount of the obligations owed to the 
Lenders under its respective Loan Agreement and that portion of 
such obligations which constitutes L/C Exposure as of the date 
of such Notice of Default.

			(b)	Upon its receipt of any proceeds of the 
Collateral or the Subsidiary Guaranty, the Collateral Agent shall 
disburse such proceeds as follows:

				(1)	First, to the costs and expenses of 
the Collateral Agent incurred in connection with the 
enforcement of the Collateral Documents and Subsidiary 
Guaranty (including the allocated costs of internal counsel to the 
Collateral Agent) and to a reserve established by the Collateral 
Agent for any reasonably anticipated future expenses;

				(2)	Second, to each of the 
Administrative Agents for the ratable benefit of the Lenders in 
accordance with the principal obligations which are owning to 
them constituting Permitted Revolver Obligations and Permitted 
Term Obligations, provided that the Collateral Agent shall 
withhold from any such disbursement any amount allocable to 
L/C Exposure until such amounts are fully liquidated (and shall 
instead retain such amounts in an interest-bearing collateral 
account for the benefit of the Lenders as their interest may 
appear).  In the event that any L/C Exposure is ultimately 
discharged or eliminated (whether by expiration without drawing 
of the related Letter of Credit or otherwise) the Collateral Agent 
shall disburse the related amounts in the collateral account to the 
Administrative Agents for the account of the Lenders as 
aforesaid;

				(3)	Third, to the Lenders ratably in 
accordance with the principal obligations owed to them which 
do not constituted Permitted Term Obligations or Permitted 
Revolver Obligations (until the payment in full of all 
Obligations); and

				(4)	Finally, to the Person or Persons 
otherwise legally entitled thereto.

	V.2	  Turnover of Collateral Received by Lenders.  Each 
Lender shall promptly put in the custody, possession or control of 
the Collateral Agent for disposition or distribution in accordance 
with the provisions of Section 5.1 any Collateral, or proceeds 
therefrom, over which such Lender obtains custody, control or 
possession.  Until such time as each Lender shall have complied with 
the provisions of the immediately preceding sentence, such Lender 
shall be deemed to hold such Collateral or proceeds in trust for the 
parties entitled thereto hereunder.

	V.3	  Ratable Sharing of Certain Amounts Received by 
Lenders.  Section 11.10 of the Amended Revolver is incorporated 
herein and made a part hereof by this reference.

		ARTICLE VI

	REPRESENTATIONS AND WARRANTIES

		The Collateral Agent and each Lender represents and 
warrants to each of the other parties hereto that (a) the execution, 
delivery and performance of this Agreement (i) have been duly 
authorized by all requisite corporate action on its part and (ii) will 
not contravene any provision of its charter or by-laws or any order of 
any court or other governmental authority having applicability to it 
or any applicable law, and (b) this Agreement has been duly 
executed and delivered by it and constitutes its legal, valid and 
binding obligation.


		ARTICLE VII

	INTERCREDITOR ARRANGEMENTS

	VII.1	Bankruptcy Proceedings.  Nothing contained herein 
shall limit or restrict the independent right of any Lender to initiate 
an action or actions in any proceeding under a Debtor Relief Law 
and to appear or be heard on any matter before the bankruptcy or 
other applicable court in any such proceeding.  The Collateral Agent 
is not entitled to initiate such actions on behalf of any Lender or to 
appear and be heard on any matter before the bankruptcy or other 
applicable court in any such proceeding as the representative of any 
Lender, unless such action or appearance has been approved in 
writing by such Lender.  The Collateral Agent is not authorized in 
any such proceeding to enter into any agreement for, or give any 
authorization or consent with respect to, the postpetition usage of 
Collateral, unless such agreement, authorization or consent has been 
approved in writing by the Required Combined Lenders.  This 
Agreement shall survive the commencement of any proceeding under 
a Debtor Relief Law.

	VII.2	Waiver of Marshaling.  Each of the Lenders waives 
any right it may now or hereafter have to require the Collateral 
Agent to marshal assets, to exercise rights or remedies in a particular 
manner, or to forbear exercising such rights and remedies in any 
particular manner or order.

	VII.3	Further Assurances, etc.  Each party hereto shall 
execute and deliver such other documents and instruments, in form 
and substance reasonably satisfactory to the other parties hereto, and 
shall take such other action, in each case as any other party hereto 
may reasonably have requested (at the cost and expense of 
Borrower) to effectuate and carry out the provisions of this 
Agreement, including by recording or filing this Agreement or such 
other documents or instruments in such places as the requesting 
party may reasonably deem desirable.

		ARTICLE VIII

	MISCELLANEOUS

	VIII.1	Successors and Assigns.  This Agreement shall be 
binding on and inure to the benefit of the Collateral Agent, each of 
the Lenders and their respective successors and permitted assigns 
and participants pursuant to Section 11.8 of the Amended Revolver 
and Section 11.8 of the Term Loan Agreement, as applicable.

	VIII.2	Benefitted Parties.  All understandings and agreements 
contained herein are solely for the benefit of the Lenders and their 
respective successors and assigns, and, notwithstanding the 
execution of this Agreement by Borrower and the Subsidiary 
Guarantors solely for the purpose of acknowledging and consenting 
to such understandings and agreements, neither Borrower, the 
Subsidiary Guarantors nor any other Person other than the Lenders 
and their respective successors and assigns is intended to be 
benefitted in any way by this Agreement.

	VIII.3	Notices.  Notices and other communications provided 
for herein shall be delivered in the manner set forth in Section 11.6 
of the Amended Revolver, with the understanding that all notices 
and other communication to be conveyed hereunder (i) to the 
Collateral Agent shall be sent to the notice address specified in the 
Amended Revolver for the Administrative Agent, and (ii) to the 
Subsidiary Guarantors shall be sent to the address set forth below 
their signatures to this Agreement.

	VIII.4	APPLICABLE LAW.  THIS AGREEMENT SHALL BE GOVERNED 
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND 
NOT THE CONFLICT OF LAWS RULES) OF THE STATE OF CALIFORNIA.

	VIII.5	 WAIVER OF RIGHT TO TRIAL BY JURY.  EACH PARTY TO THIS 
AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY 
JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING 
UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR 
RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO 
OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE 
TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW 
EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN 
CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY 
AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR 
CAUSE OF ACTION SHALL BE DECIDED BY A COURT TRIAL WITHOUT A 
JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN 
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY 
COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES 
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

	VIII.6	Counterparts.  This Agreement may be executed in 
multiple counterparts, each of which shall constitute an original, but 
all of which, when taken together, shall constitute but one and the 
same instrument.

	VIII.7	Complete Agreement.  This Agreement constitutes the 
entire agreement between the parties hereto with respect to the 
subject matter hereof and supersedes all prior representations, 
negotiations, writings, memoranda and agreements.  To the extent 
any provision of this Agreement conflicts with any other Loan 
Document, the provisions of this Agreement shall be controlling.

		IN WITNESS WHEREOF, the Collateral Agent, the 
Administrative Agent for the Revolver Lenders and the 
Administrative Agent for the Term Lenders have caused this 
Agreement to be executed by their respective duly authorized 
officers as of the date first above written.

BANK OF AMERICA NATIONAL TRUST 
AND SAVINGS ASSOCIATION, as Collateral 
Agent 
						
By: ____________________________________
Janice Hammond, Vice President
						
BANK OF AMERICA NATIONAL TRUST AND SAVINGS 
ASSOCIATION, as Administrative Agent for the Revolver Lenders 
						
By: ____________________________________
Janice Hammond, Vice President
						
BANK OF AMERICA NATIONAL TRUST 
AND SAVINGS ASSOCIATION, as 
Administrative Agent for the Term Lenders
						
By: ____________________________________
Janice Hammond, Vice President 
Acknowledged by and Agreed to:
						
Borrower:
						
						
AZTAR CORPORATION
						
						
By:	__________________________
Neil Ciarfalia, Treasurer
						
The Subsidiary Guarantors:
						
ADAMAR OF NEW JERSEY, INC.
AZTAR DEVELOPMENT CORPORATION
ATLANTIC - DEAUVILLE, INC.
ADAMAR GARAGE CORPORATION
MANCHESTER MALL, INC.
RAMADA NEW JERSEY HOLDINGS 
CORPORATION
RAMADA NEW JERSEY, INC.
						
						
By:	__________________________
Neil Ciarfalia, Treasurer
						
						
AZTAR INDIANA GAMING CORPORATION
AZTAR MISSOURI GAMING CORPORATION
RAMADA EXPRESS, INC.
HOTEL RAMADA OF NEVADA
						
By:	__________________________
Nelson W. Armstrong, Jr., Vice President & 
Secretary
						
Address for the Subsidiary Guarantors:
						
2390 East Camelback Road, Suite 400
Phoenix, Arizona
Telecopier: (602) 381-4107
Telephone: (602) 381-4100
					


 EXHIBIT G

 PROMISSORY NOTE


$                                                 May     , 1998
                                         Los Angeles, California

          FOR VALUE RECEIVED, the undersigned promises to pay to the order 
of ________________________________________ (the "Lender"), the principal 
amount of ______________________________________________________________
AND NO/100 DOLLARS ($__________) or such lesser aggregate amount of 
Advances as may be made by the Lender with respect to the Commitment under 
the Loan Agreement referred to below, together with interest on the 
principal amount of each Advance made hereunder and remaining unpaid from 
time to time from the date of each such Advance until the date of payment 
in full, payable as hereinafter set forth.

          Reference is made to the Amended and Restated Reducing Revolving 
Loan Agreement dated as of May ____, 1998, and among the undersigned, as 
Borrower, the Lenders which are parties hereto, and Bank of America National
Trust and Savings Association, as Administrative Agent for the Lenders (as
amended, extended, renewed, supplemented or otherwise modified from time
to time, the "Loan Agreement").  Terms defined in the Loan Agreement and not
otherwise defined herein are used herein with the meanings given those terms 
in the Loan Agreement.  This is one of the Notes referred to in the Loan
Agreement, and any holder hereof is entitled to all of the rights, remedies, 
benefits and privileges provided for in the Loan Agreement as originally
executed or as it may from time to time be supplemented, modified or
amended.  The Loan Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain stated 
events upon the terms and conditions therein specified.

          The principal indebtedness evidenced by this Note shall be payable
as provided in the Loan Agreement and in any event on the Maturity Date.

          Interest shall be payable on the outstanding daily unpaid principal
amount of Advances from the date of each such Advance until payment in full
and shall accrue and be payable at the rates and on the dates set forth in 
the Loan Agreement both before and after default and before and after maturity 
and judgment, with interest on overdue principal and interest to bear 
interest at the rate set forth in Section 3.9 of the Loan Agreement, to the 
fullest extent permitted by applicable Law.

          Each payment hereunder shall be made to the Administrative Agent at
the Administrative Agent's Office for the account of the Lender in immediately
available funds not later than 11:00 a.m. (San Francisco time) on the day of 
payment (which must be a Banking Day).  All payments received after 
11:00 a.m. (San Francisco time) on any particular Banking Day shall be deemed
received on the next succeeding Banking Day.  All payments shall be
made in lawful money of the United States of America.

          The Lender shall use its best efforts to keep a record of 
Advances made by it and payments received by it with respect to this Note, 
and such record shall be presumptive evidence of the amounts owing under
this Note.

          The undersigned hereby promises to pay all costs and expenses 
of any rightful holder hereof incurred in collecting the undersigned's 
obligations hereunder or in enforcing or attempting to enforce any
of such holder's right hereunder, including reasonable attorneys' fees
and disbursements, whether or not an action is filed in connection 
therewith.

          The undersigned hereby waives presentment, demand for payment,
dishonor, notice of dishonor, protest, notice of protest and any other
notice or formality, to the fullest extent permitted by applicable
Laws.

          THIS NOTE SHALL BE DELIVERED TO AND ACCEPTED BY THE
LENDER, OR BY THE ADMINISTRATIVE AGENT ON ITS BEHALF, IN THE
STATE OF CALIFORNIA, AND SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LOCAL LAWS THEREOF.

AZTAR CORPORATION 
a Delaware corporation



By:
        Neil A. Ciarfalia
            Treasurer


                SCHEDULE OF COMMITTED ADVANCES AND
                      PAYMENTS OF PRINCIPAL


Date       Amount     Interest     Amount of       Unpaid        Notation
             of        Period      Principal      Principal      Made by
          Advance                    Paid          Balance  


____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________




	EXHIBIT I

	PRICING CERTIFICATE
	

TO:		BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, 
as Administrative Agent


		Reference is made to that certain Amended and Restated Reducing 
Revolving Loan Agreement (the "Loan Agreement") dated as of May 28, 1998, by 
and among Aztar Corporation, a Delaware corporation ("Borrower"), the Lenders 
therein named, and Bank of America National Trust and Savings Association, as 
Administrative Agent for itself and the Lenders.  Capitalized terms defined 
in the Loan Agreement and not otherwise defined herein shall have the meanings 
given them in the Loan Agreement.

		This Certificate ("Pricing Certificate") is delivered in 
accordance with Section 7.1(c) of the Loan Agreement by a Senior Officer 
of Borrower with respect to the Pricing Period commencing ___________, ____, 
and ending on _____________, ____ (the "Subject Pricing Period").  
Computations used to determine the Applicable Pricing Level for the Subject 
Pricing Period are set forth below:  


I.	Applicable Pricing Level.  Subject to later adjustment as provided 
in the Loan Agreement, the Applicable Pricing Level for the Subject 
Pricing Period shall be Level ______1/.

	The Applicable Pricing Level set forth above was determined on the basis 
of the following:

	Pricing Ratio.  As of the last day of the Fiscal Quarter 
ended ____________, ____ (the "Determination Date"), the ratio of Average 
Quarterly Funded Debt to Adjusted EBITDA was _______ : 1.00 (as calculated 
below).

	The foregoing ratio is computed as follows:

           (a) Average Quarterly Funded Debt as of the 
           Determination Date (as calculated below)	              $_____

           divided by (b) Adjusted EBITDA (as calculated below) 
           for the fiscal period consisting of the Fiscal Quarter 
           ending on the Determination Date and the three immediately 
           preceding Fiscal Quarters (the "Test Period")       $_____

           equals Pricing Ratio [(a),(b)]	___:1.00

       Average Quarterly Funded Debt -- Component Calculations

		In the above calculation, Average Quarterly Funded Debt as 
of the Determination Date is the sum of the following, without duplication 
and on a consolidated basis:

          (a) the average of all principal Indebtedness of Borrower 
          and the Restricted Subsidiaries and of TEGP for borrowed 
          money (including debt securities issued by Borrower, any 
          of the Restricted Subsidiaries or TEGP, but excluding in 
          any event any	contingent obligations  with respect to 
          undrawn letters of credit) on	the last day of each of the 
          three 4 and 5 week fiscal periods comprising the Fiscal 
          Quarter ending on the Determination Date (the 
          "Test Fiscal Quarter")	                         $_____

          plus (b) the average of the aggregate amount of the principal 
          portion of all Capital Lease Obligations of Borrower and the 
          Restricted Subsidiaries and of TEGP on the last day of each 
          of the three 4 and 5 week fiscal periods comprising the Test 
          Fiscal Quarter                                        $_____

          equals Average Quarterly Funded Debt [(a)+(b)]	$_____

	Adjusted EBITDA -- Component Calculations

		In the above calculation, Adjusted EBITDA for the Test 
Period is calculated as follows, in each case as determined in 
accordance with Generally Accepted Accounting Principles, and in 
the case of items (d), (e), (f), (g), (h) and (i) only to the 
extent reflected in the determination of item (a) for such Test Period:

          (a) Net Income for the Test Period    	            $_____

	plus (b) any extraordinary loss reflected in Net Income for the
          Test Period	                                        $_____

	minus (c) any extraordinary gain reflected in Net Income for the
          Test Period	                                       ($____)

	plus (d) Interest Expense for the Test Period (which is the 
          sum of(x) and (y) set forth below)

         (x) all interest, fees, charges and related expenses 
             paid or payable (without duplication) for the Test 
             Period by Borrower and the Restricted Subsidiaries 
             to a lender in connection with borrowed money 
             (including any obligations for fees, charges and 
             related expenses payable to the issuer of any letter 
             of credit) or the deferred purchase price of assets 
             that are considered "interest expense" under 
             Generally Accepted Accounting Principles
                                                          $_____

             plus (y) the portion of rent paid or payable (without 
             duplication) for the Test Period by Borrower and 
             the Restricted Subsidiaries under Capital Lease 
             Obligations that should be treated as interest in 
             accordance with Financial Accounting Standards 
             Board Statement No. 13
                                                           $______

             Interest Expense [(x)+(y)] equals                      $_____

             plus (e) the aggregate amount of federal and state taxes 
             on or measured by income for the Test Period (whether or 
             not payable during the Test Period)	               $_____

             plus (f) depreciation, amortization and all other 
             non-cash expenses for the Test Period                $_____

             plus (g) Borrower's equity in any net loss of TEGP 
             for the Test Period                                  $_____

             minus (h) Borrower's equity in any net income of 
             TEGP for the Test Period                            ($____)

             plus (i) that portion of the rentals paid to TEGP 
             by HRN which is designated and used to service 
             principal and interest payable under the TEGP 
             Loan Agreement for the Test Period	                  $_____

             plus (j) dividends or other income received in 
             Cash during the Test Period by Borrower or the 
             Restricted Subsidiaries from an Unrestricted New 
             Venture Entity (but only to the extent of earnings 
             before interest, taxes, depreciation and amortization 
             of such Unrestricted New Venture Entity)	            $_____

    equals Adjusted EBITDA [(a)+(b)-(c)+(d)+(e)+(f)+(g)-(h)+(i)+(j)]	$_____


II.	I further certify that the calculations made and the information 
contained herein are derived from the books and records of Borrower and 
its Restricted Subsidiaries, as applicable, and that each and every matter 
correctly reflects those books and records.

  IN WITNESS WHEREOF, I have signed this Pricing Certificate on 
this _______ day of __________, ____.


					
	____________________________________
							
						
	____________________________________
	[Printed Name and Title of Senior 
	Officer of Aztar Corporation]
	
 
1/   Insert Level I, II, III, IV, V, VI or VII in accordance with the terms
     of the Loan Agreement based upon the determination of the Pricing Ratio.