TERM LOAN AGREEMENT




	Dated as of May 28, 1998




	among




	AZTAR CORPORATION




	THE LENDERS HEREIN NAMED




	and




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

	TABLE OF CONTENTS



Article 1  DEFINITIONS AND ACCOUNTING TERMS	2

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	

Article 2  LOANS	

2.1  Loans-General	
2.2  Designation of Interest Periods	
2.3  Voluntary Reduction of Commitment	
2.4  Automatic Reduction of Commitment	
2.5  Optional Termination of Commitment	
2.6  Increase of Commitment	
2.7  Administrative Agent's Right to Assume Funds Available for Advances 	
2.8  Collateral and Guaranty	
2.9  Senior Indebtedness	

Article 3  PAYMENTS AND FEES	

3.1  Principal and Interest	
3.2  Arrangement Fee	
3.3  Upfront Fees	
3.4  Agency Fees	
3.5  Increased Commitment Costs	
3.6  Eurodollar Costs and Related Matters	
3.7  Late Payments	
3.8  Computation of Interest and Fees	
3.9  Non-Banking Days	
3.10  Manner and Treatment of Payments	
3.11  Funding Sources	
3.12  Failure to Charge Not Subsequent Waiver	
3.13  Administrative Agent's Right to Assume Payments Will be Made
         by Borrower	
3.14  Fee Determination Detail	
3.15  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  Disposition of Property	
6.2  Mergers	
6.3  Restricted Payments	
6.4  Indebtedness	
6.5  Liens	
6.6  Transactions with Affiliates	
6.7  Significant Subsidiaries	
6.8  Amendments to Subordinated Obligations	
6.9  Amendments to Amended Revolver	

Article 7  INFORMATION AND REPORTING REQUIREMENTS	

7.1  Financial and Business Information	
7.2  Compliance Certificates	

Article 8  CONDITIONS	

8.1  Initial Advances	

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
J   -   Request for Loan
K  -   Request for Re-Pricing

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

	TERM LOAN AGREEMENT

	Dated as of May 28, 1998


This TERM 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"), 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 Revolver") 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 Revolver) and secured 
by the Collateral Documents (as defined in the Prior 
Revolver).

B.	Borrower has requested that the credit facility 
created under the Prior Revolver be transformed into two 
credit facilities: a reducing revolving credit facility to be 
evidenced by an Amended and Restated Reducing 
Revolving Loan Agreement of even date herewith (the 
"Amended Revolver") and a $50,000,000 term credit 
facility to be evidenced by this Agreement, 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 Revolver, but will become 
party to the Subsidiary Guaranty.  The Collateral (as 
defined in the Prior Revolver) under the Collateral 
Documents will continue to secure the obligations of 
Borrower and the Subsidiary Guarantors with respect to 
the Amended Revolver and this 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 Revolver to the 
Lenders under this Agreement and to the Revolver 
Lenders (defined below) under the Amended Revolver, 
and the Lenders and Revolver Lenders, respectively, have 
assumed such rights and obligations as evidenced, 
respectively, by this Agreement and the Amended 
Revolver.  Pursuant to the Global Assignment and 
Release, certain of the Prior Lenders will be released from 
all further right and obligation under the Prior Revolver 
and the Co-Borrower Subsidiaries will be released from 
their obligations as co-borrowers under the Prior 
Revolver.

D.	Concurrently with the Prior Revolver, 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 Revolver as under the Prior 
TEGP Loan Agreement and that requirement will continue 
with respect to the Amended Revolver and the TEGP 
Loan Agreement (defined below), but not with respect to 
this Agreement.  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:

"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.

"Agreement" means this Term 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, for purposes of 
Section 3.6, an Advance deemed extended by a Lender to 
Borrower bearing interest at the Alternate Base Rate.

"Amended Revolver" has the meaning set forth in the 
Recitals to this Agreement.

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

"Amortization Amount" means (a) with respect to each 
Amortization Date during the period commencing 
September 30, 1999 and ending June 30, 2004, the sum of 
(i) $125,000 plus (ii) an amount equal to .0025 (.25%) 
times the amount of any increase in the Commitment 
pursuant to Section 2.6 and (b) with respect to each 
Amortization Date during the period commencing on 
September 30, 2004 and ending on the Maturity Date, the 
sum of (i) $11,875,000 plus (ii) an amount equal to 
twenty-five percent (25%) of the result obtained by 
subtracting (A) that portion of the Amortization Amounts 
described in clause (a)(ii) above paid during the period 
September 30, 1999 through June 30, 2004 from (B) the 
amount of any increase in the Commitment pursuant to 
Section 2.6.  

"Amortization Date" means September 30, 1999 and each 
Quarterly Payment Date thereafter.

"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. 

"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 Revolver, 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 Life" means, as of the date of determination, 
with respect to any debt security, the quotient obtained by 
dividing (i) the sum of the products of (x) the numbers of 
years (calculated to the nearest one-twelfth of a year) from 
the date of determination to the dates of each successive 
scheduled principal payment of such debt security 
multiplied by (y) the amount of such principal payment by 
(ii) the sum of all such principal payments.

"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.

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

"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.

"Capital Stock" means, with respect to any Person, any 
and all shares, interests, participation or other equivalents 
(however designated) of capital stock of such Person and 
any rights (other than debt securities convertible into 
capital stock), warrants or options to acquire such capital 
stock.

"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 Revolver, 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.

"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.

"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 or 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 2.3, 2.4 
and 2.6, $50,000,000.00.  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.

"Consolidated Amortization Expense" means, for any 
period, amortization expense of Borrower and its 
Restricted Subsidiaries, on a consolidated basis, for such 
period (including, without limitation, any amortization or 
write-offs of deferred financing costs by Borrower and its 
Restricted Subsidiaries during such period).

"Consolidated Depreciation Expense" means, for any 
period, depreciation expense of Borrower and its 
Restricted Subsidiaries, on a consolidated basis, for such 
period.

"Consolidated Fixed Charge Coverage Ratio" means, as of 
any Transaction Date, the ratio of (i) Consolidated 
Operating Cash Flow for the four consecutive Fiscal 
Quarters for which financial information in respect thereof 
is available immediately prior to such Transaction Date to 
(ii) Consolidated Fixed Charges which will accrue during 
the then current Fiscal Quarter in which such Transaction 
Date occurs (beginning on the first day of such quarter) 
and the three Fiscal Quarters immediately subsequent to 
the end of such current Fiscal Quarter, provided that, for 
the purpose of calculating Consolidated Fixed Charges for 
the period described in this clause (ii), (A) the interest rate 
on any Indebtedness bearing interest at a rate that is 
adjustable based on market rate levels shall be calculated 
based on the assumption that the applicable market rate 
level in effect on the Transaction Date shall remain 
constant throughout such period at the market rate level in 
effect on the Transaction Date, (B) adjustments that are 
reasonably anticipated to occur during such period to 
Consolidated Fixed Charges shall be included in such 
calculation (including such adjustments that result from 
the scheduled maturity of Indebtedness of Borrower and 
its Restricted Subsidiaries) and (C) Indebtedness shall be 
included in such calculation that is reasonably anticipated 
to be created, incurred, assumed or guaranteed by, or to 
otherwise become the obligation of, Borrower or any 
Restricted Subsidiary; provided, however, that, for 
purposes of calculating the Consolidated Fixed Charge 
Coverage Ratio, Consolidated Operating Cash Flow and 
Consolidated Fixed Charges shall (x) include the 
consolidated operating cash flow and consolidated fixed 
charges of any Person to be acquired by Borrower or any 
of its Restricted Subsidiaries as a Restricted Subsidiary in 
connection with the transaction giving rise to the need to 
calculate the Consolidated Fixed Charge Coverage Ratio, 
(y) include the consolidated operating cash flow and 
consolidated fixed charges of any other Person acquired 
during the period described in clause (i) above by 
Borrower or by any of its Restricted Subsidiaries as a 
Restricted Subsidiary and (z) exclude the consolidated 
operating cash flow of any Person directly attributable to 
the Property of such Person that was the subject of a 
Disposition, on a pro forma basis for the four consecutive 
Fiscal Quarters for which financial information in respect 
thereof is available immediately prior to such Transaction 
Date, in the case of calculating Consolidated Operating 
Cash Flow, and for the then current Fiscal Quarter in 
which such Transaction Date occurs and the three Fiscal 
Quarters immediately subsequent to the end of such Fiscal 
Quarter (on the same basis as described in clause (ii) 
above), in the case of calculating Consolidated Fixed 
Charges.  For purposes of the foregoing proviso, the 
consolidated operating cash flow and consolidated fixed 
charges of any such Person shall be determined on the 
same basis as such items are determined for Borrower.  
For purposes of each pro forma determination of the 
Consolidated Fixed Charge Coverage Ratio in connection 
with Section 6.5(a), the proposed new Indebtedness shall 
be deemed to be incurred on the first day of the Fiscal 
Quarter in which the relevant Transaction Date occurs.

"Consolidated Fixed Charges" means, for any period, the 
sum of Consolidated Interest Expense plus the TEGP 
Payments.

"Consolidated Income Tax Expense" means, for any 
period, the income tax expense of Borrower and its 
Restricted Subsidiaries, on a consolidated basis, for such 
period (other than income tax expense attributable to 
Dispositions).

"Consolidated Interest Expense" means, for any period, 
without duplication, (A) the sum of (i) the aggregate 
amount of interest recognized by Borrower and its 
Restricted Subsidiaries during such period in respect of 
Indebtedness of Borrower and its Restricted Subsidiaries 
(including, without limitation, all interest capitalized by 
Borrower and its Restricted Subsidiaries during such 
period and all commissions, discounts and other fees and 
charges owed by Borrower and its Restricted Subsidiaries 
with respect to letters of credit and bankers' acceptance 
financing and the net costs associated with Swap 
Agreements of Borrower and its Restricted Subsidiaries), 
(ii) the aggregate amount of the interest component of 
rentals in respect of Capital Lease Obligations recognized 
by Borrower and its Restricted Subsidiaries during such 
period, (iii) to the extent any Indebtedness of any Person 
is guaranteed by Borrower or any of its Restricted 
Subsidiaries, the aggregate amount of interest paid or 
accrued by such Person during such period attributable to 
any such Indebtedness, (iv) one-third of the rent expense 
incurred under noncancelable operating leases (excluding 
the TEGP Lease) during such period and (v) the aggregate 
amount of Redeemable Dividends recognized by Borrower 
and its Restricted Subsidiaries, whether or not declared 
during such period, less (B) any amortization or write-off 
of deferred financing costs by Borrower and its Restricted 
Subsidiaries during such period; in each case after 
elimination of intercompany accounts among Borrower 
and its Restricted Subsidiaries and to the extent such 
expense was deducted in calculating Consolidated Net 
Income for such period, as determined in accordance with 
Generally Accepted Accounting Principles.

"Consolidated Interest Income" means, for any period, 
interest income from all sources of Borrower and its 
Restricted Subsidiaries, on a consolidated basis, for such 
period.

"Consolidated Net Income" means, for any period, the 
aggregate net income of Borrower and its Subsidiaries for 
such period on a consolidated basis, determined in 
accordance with generally accepted accounting principles, 
provided that there shall be excluded therefrom (i) gains 
and losses from Dispositions or reserves relating thereto, 
(ii) items classified as extraordinary or nonrecurring, 
(iii) the income (or loss) of any Unrestricted New Venture 
Entity or Joint Venture, except to the extent that the 
aggregate amount of cash dividends or other distributions 
actually paid during such period to Borrower or any 
Restricted Subsidiary by such Unrestricted New Venture 
Entity or Joint Venture in respect of its Capital Stock out 
of funds legally available therefor exceeds the aggregate 
amount of new Investments in such Unrestricted New 
Venture Entity or Joint Venture by Borrower or any 
Restricted Subsidiary during such period, (iv) except to 
the extent includable pursuant to clause (iii), the income 
(or loss) of any Person accrued or attributable to any 
period prior to the date it becomes a Restricted Subsidiary 
or is merged into or consolidated with Borrower or any of 
its Restricted Subsidiaries or that Person's assets (or a 
portion thereof) are acquired by Borrower or any of its 
Restricted Subsidiaries and (v) the income of any 
Restricted Subsidiary to the extent that such Restricted 
Subsidiary is prevented by any Gaming Laws from paying 
such income to Borrower or another Restricted Subsidiary. 

"Consolidated Net Rent" means, for any period, without 
duplication, an amount equal to the total of:  (A) the rent 
expense, net of intercompany rent, incurred by HRN 
pursuant to the TEGP Lease plus (B) two-thirds of the rent 
expense incurred under other noncancelable operating 
leases.

"Consolidated Operating Cash Flow" means, for any 
period, without duplication, Consolidated Net Income plus 
(i) Consolidated Interest Expense plus (ii) Consolidated 
Income Tax Expense plus (iii) Consolidated Depreciation 
Expense plus (iv) Consolidated Amortization Expense 
plus (v) Consolidated Net Rent plus (vi) equity in 
unconsolidated Person's losses minus (vii) Consolidated 
Interest Income plus (viii) other non-cash items reducing 
such Consolidated Net Income, minus (ix) other non-cash 
items increasing such Consolidated Net Income, for such 
period, all as determined in accordance with Generally 
Accepted Accounting Principles.

"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.

"Currency Agreement" means, with respect to any Person, 
any foreign exchange contract, currency swap agreement, 
option or futures contract or other similar agreement or 
arrangement designed to protect such Person or any of its 
Subsidiaries against fluctuations in currency values.

"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 3.7.

"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 a Permitted Investment) and which is at 
such date substantially complete and open for business, 
other than the TEGP Property.

"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, (c) a disposition to Borrower or a Restricted 
Subsidiary, (d) an issuance of equity interests by a 
Wholly-Owned Subsidiary to Borrower or to another 
Wholly-Owned Subsidiary, (e) the issuance and sale of 
equity interests in an Unrestricted New Venture Entity, 
(f) a Permitted Investment and (g) a Restricted Payment 
that is permitted under Section 6.4.

"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 (a) 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 or (b) because 
the holders thereof have the right to require Borrower to 
repurchase such capital stock upon the occurrences of a 
Change of Control or Disposition (or other like event) if 
the terms of such capital stock provide that Borrower may 
not repurchase or redeem any such capital stock pursuant 
to such provisions unless such repurchase or redemption is 
permitted at the time under the Amended Revolver and 
this Agreement..

"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 duplication) 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.

"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 Amortization Date unless the 
aggregate principal amount of the Eurodollar Loans 
having a Eurodollar Period ending after such Amortization 
Date does not exceed the Commitment (after giving effect 
to any reduction thereto scheduled to be made on such 
Amortization Date pursuant to Section 2.4); 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 Eurodollar 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 Loan" means any Loan consisting of the 
group of Advances made by the Lenders pursuant to 
Sections 2.1(a) or 2.1(b), and any portion thereof for 
which the Interest Period is subsequently redesignated 
pursuant to Section 2.1(h).

"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 Revolver, 
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 Revolver 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.

"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. section 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. section 1801, et seq., the Resource Conservation and 
Recovery Act, 42 U.S.C. section 6901, et seq., or as "friable 
asbestos" pursuant to the Toxic Substances Control Act, 
15 U.S.C. section 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.
"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 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 Period" means, with respect to any Eurodollar 
Rate Loan, the related Eurodollar Period.

"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 of 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.

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



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

"Joint Venture" means any Person (other than a Subsidiary 
of Borrower) in which any Person other than Borrower or 
any of its Subsidiaries has a joint or shared equity interest 
with Borrower or any of its Subsidiaries.

"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  2.6 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.

"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 Collateral 
Documents, the Unsecured Environmental Indemnity 
(New Jersey), any Secured Swap Agreement, any Request 
for Loan, any Compliance 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.

"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 enforceability 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, 2005.

"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 Cash Proceeds" means, with respect to a Disposition, 
(a) the Cash proceeds of such Disposition received by 
Borrower of any of the Restricted Subsidiaries net of 
(i) the expenses incurred by Borrower or such Restricted 
Subsidiaries in connection therewith, (ii) the amount of 
any Indebtedness secured by a Lien on the Property which 
is the subject thereof which Borrower or such Restricted 
Subsidiaries is required to discharge and (iii) the 
reasonably estimated income, capital gains and other taxes 
payable by Borrower in connection therewith and (b) all 
Cash proceeds and collections of Cash received by 
Borrower or such Restricted Subsidiaries with respect to 
any promissory note or non-Cash Property received by 
Borrower or such Restricted Subsidiaries upon such 
Disposition.

"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 
September 30, 2005 and (c) is issued pursuant to an 
indenture or other agreement that contains subordination 
provisions applicable to such Indebtedness and any such 
Guaranty Obligation, including interest blockage 
provisions, 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 a Permitted Investment) 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.

"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 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 and the Lenders, 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 Investments" means (a) any Investment in 
Borrower or in a Wholly-Owned Subsidiary, (b) any 
Investment in short term high quality investments of a type 
generally considered to be a "cash equivalent", (c) any 
Investment by Borrower or any Restricted Subsidiary in a 
Person, if as a result of such Investment (i) such Person 
becomes a Wholly-Owned Subsidiary or (ii) such Person 
is merged, consolidated or amalgamated with or into, or 
transfers or conveys substantially all of its assets to, or is 
liquidated into, Borrower or a Wholly-Owned Subsidiary, 
(d) any Investment made as a result of the receipt of non-
Cash consideration from a Disposition that was made 
pursuant to and in compliance with Section 6.1, (e) any 
acquisition of assets solely in exchange for the issuance of 
equity interests (other than Disqualified Stock) of 
Borrower; (f) Investments by Borrower or any Restricted 
Subsidiary (whether in the form of Cash or in the form of 
a transfer of Property) in one or more Unrestricted 
New Venture Entities having an aggregate fair market 
value (measured on the date each such Investment was 
made and without giving effect to subsequent changes in 
value), when taken together with all other Investments 
made pursuant to this clause (f) that are at the time 
outstanding (net of recoveries received thereon in Cash or 
fair market value of Property by Borrower or any 
Restricted Subsidiary), not to exceed $150,000,000; and 
(g) other Investments in any Person having an aggregate 
fair market value (measured on the date each such 
Investment was made and without giving effect to 
subsequent changes in value), when taken together with all 
other Investments made pursuant to this clause (g) that are 
at the time outstanding (net of recoveries received thereon 
in Cash or fair market value of Property by Borrower or 
any Restricted Subsidiary), not to exceed $10,000,000.

"Permitted Liens" means, with respect to any Person, 
(i) Liens for taxes, assessments, governmental charges or 
claims which are not yet due and payable or are being 
contested in good faith by such Person by appropriate 
proceedings promptly instituted and diligently conducted 
and for which a reserve or other appropriate provision, if 
any, as shall be required in accordance with generally 
accepted accounting principles shall have been made by 
such Person; (ii) statutory Liens of landlords and carriers, 
warehousemen, mechanics, suppliers, materialmen, 
repairmen, or other like Liens arising in the ordinary 
course of business and with respect to amounts not yet 
delinquent or being contested in good faith by appropriate 
proceedings promptly instituted and diligently conducted 
and for which a reserve or other appropriate provision, if 
any, as shall be required in accordance with generally 
accepted accounting principles shall have been made by 
such Person; (iii) Liens incurred or deposits made by such 
Person in the ordinary course of business in connection 
with worker's compensation, unemployment insurance, 
medical insurance and other types of social security and 
deposits made by such Person in the ordinary course of 
business in connection with other kinds of insurance; 
(iv) Liens incurred or deposits made by such Person to 
secure the performance of tenders, bids, leases, statutory 
obligations, surety and appeal bonds, government 
contracts, performance and return-of-money bonds and 
other obligations of a like nature incurred in the ordinary 
course of business (exclusive of obligations for the 
payment of borrowed money); (v) easements, rights-of-
way, restrictions, minor defects or irregularities in title and 
other similar charges or encumbrances not interfering in 
any material respect with the business of such Person or 
any of its Subsidiaries incurred in the ordinary course of 
business; (vi) Liens (including extensions and renewals 
thereof) upon real or tangible personal property acquired 
by such Person after the date of this Indenture; provided 
that (a) any such Lien is created solely for the purpose of 
securing Indebtedness representing, or incurred to finance, 
refinance or refund, all costs (including the cost of 
construction) of the item of Property subject thereto, 
(b) the principal amount of the Indebtedness secured by 
such Lien does not exceed 100% of such cost, (c) such 
Lien does not extend to or cover any other Property other 
than such item of Property and any improvements on such 
item and (d) the incurrence of such Indebtedness is 
permitted by Section 6.4; (vii) Liens upon specific items 
of inventory or other goods and proceeds of such Person 
securing such Person's obligations in respect of bankers' 
acceptances issued or created for the account of such 
Person in the ordinary course of business to facilitate the 
purchase, shipment or storage of such inventory or other 
goods; (viii) Liens securing reimbursement obligations 
with respect to commercial letters of credit issued for the 
account of such Person which encumber documents and 
other Property relating to such commercial letters of credit 
and the products and proceeds thereof; (ix) Liens in favor 
of customs and revenue authorities arising as a matter of 
law to secure payment of customs duties in connection 
with the importation of goods by such Person; (x) licenses, 
leases or subleases granted to others not interfering in any 
material adverse respect with the business of such Person 
or any of its Subsidiaries; (xi) Liens encumbering Property 
or assets of such Person under construction arising from 
progress or partial payments by a customer of such Person 
or one of its Subsidiaries relating to such Property or 
assets; (xii) Liens encumbering customary initial deposits 
and margin accounts, and other Liens incurred in the 
ordinary course of business and which are within the 
general parameters customary in the gaming industry, in 
each case securing Swap Agreements or Currency 
Agreements; (xiii) Liens encumbering deposits made to 
secure obligations arising from statutory or regulatory 
requirements of such Person or its Subsidiaries; (xiv) any 
interest or title of a lessor in the Property subject to any 
Capital Lease obligation or operating lease which, in each 
case, is permitted under this Indenture; (xv) Liens securing 
obligations to the Administrative Agent pursuant to the 
compensation and indemnity provisions of this 
Agreement; (xvi) purchase money liens securing payables 
arising from the purchase by such Person or any of its 
Subsidiaries of any equipment or goods in the ordinary 
course of business, provided that such payables do not 
constitute Indebtedness; (xvii) Liens arising out of 
consignment or similar arrangements for the sale of goods 
entered into by such Person or any of its Subsidiaries in 
the ordinary course of business; (xviii) Liens for 
judgments or orders not giving rise to a Default or Event 
of Default; (xix) Liens consisting of any security deposit 
required under the TEGP Lease; and (xx) Liens not 
specified in the foregoing and not otherwise permitted by 
Section 6.5, provided that the aggregate Indebtedness 
secured by the Liens under this clause (xx) shall not 
exceed $5,000,000 at any time.

"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 Revolver, 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 Revolver, 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.

"Preferred Share Purchase Rights" shall have the meaning 
given to the term "Rights" in the Rights Agreement dated 
as of December 20, 1989 between Borrower and First 
Interstate Bank of Arizona, N.A.

"Prior Revolver" 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.

"Qualified Capital Stock" means Capital Stock not 
constituting Disqualified Stock.

"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 
Revolver, 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.

"Redeemable Dividend" means, for any dividend payable 
with respect to Disqualified Stock, (i) to the extent such 
dividend is fully deductible for federal income tax 
purposes, the amount of such dividend and (ii) to the 
extent such dividend may not be deductible, the quotient 
of the amount of such dividend divided by the difference 
between one and the maximum statutory federal income 
tax rate (expressed as a decimal number between 1 and 0) 
then applicable to the issuer of such Disqualified Stock.

"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 Loan" means a written request for a Loan 
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 Re-Pricing" means a written request to 
designate an Interest Period 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 herein.

"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 Investment" means an Investment other than a 
Permitted Investment.

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

"Revolver" means the revolving credit facility extended to 
Borrower under the Amended Revolver.

"Revolver Agent" means the Administrative Agent, as 
such term is defined in the Amended Revolver.

"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 Revolver, either as originally executed or as it 
may from time to time be supplemented, modified, 
amended, extended or supplanted.

"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 administration 
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 comparable authority, or the 
existence or occurrence of circumstances affecting the 
Designated Eurodollar Market generally that are beyond 
the reasonable control of the Lenders.

"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 partnership 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 
Revolver, 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.

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

"TEGP Lease" means the Amended and Restated Lease 
(Tropicana Hotel/Casino) dated November 1, 1984 
between TEGP and HRN, as amended.

"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 Refinancings" means any refinancings or 
financings of, or related to, the TEGP Loan Agreement or 
any refinancings thereof (including, but not limited to, any 
Indebtedness owed to Borrower or any Restricted 
Subsidiary in connection therewith or any refinancings 
thereof), to the extent that the aggregate amount of such 
Indebtedness incurred pursuant to such refinancings or 
financings does not exceed the outstanding principal 
amount under the TEGP Loan Agreement at the Closing 
Date.

"TEGP Payments" means, for any period, that portion of 
the lease payments made by HRN to TEGP pursuant to the 
TEGP Lease that represents the sum of interest expense on 
Indebtedness of TEGP payable to Persons other than 
Borrower plus amounts distributed in respect of the Jaffe 
Partnership Interest.

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

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

"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 Revolver, either as 
originally executed or as it may from time to time be 
supplemented, modified, amended, extended or 
supplanted.

"Transaction Date" means the date of the transaction 
giving rise to the need to calculate the Consolidated Fixed 
Charge Coverage Ratio or to make any other 
determination for purposes of complying with the 
provisions of this Agreement, provided that if such 
transaction is related to or in connection with any 
acquisition of any Person, the Transaction Date shall be 
the date on which Borrower or any of its Subsidiaries 
enters into an agreement with such Person to effect such 
acquisition; provided, however, that if subsequent to the 
entering of such agreement Borrower or any of its 
Subsidiaries shall amend the terms of such acquisition 
with respect to the consideration payable by Borrower or 
any of its Subsidiaries in connection with such acquisition, 
the Transaction Date shall be the date on which Borrower 
or any of its Subsidiaries enters into an agreement with 
such Person to effect such amendment.  The second 
proviso above shall not be applicable if, as of the 
Transaction Date with respect to any acquisition, 
Borrower could incur at least $1.00 of additional 
Indebtedness under Section 6.4 when the Consolidated 
Fixed Charge Coverage Ratio is calculated on the basis of 
the amended terms of such acquisition and the 
Indebtedness to be incurred by Borrower and its Restricted 
Subsidiaries in connection therewith.

"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 
Revolver, either as originally executed or as it may from 
time to time be supplemented, modified, amended, 
extended or supplanted.

"Wholly-Owned Subsidiary" means any Restricted 
Subsidiary of which 100% of the Capital Stock of, or 
other ownership interest in, such Restricted Subsidiary is 
at the time owned by Borrower or a Wholly-Owned 
Subsidiary.

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 covenant 
contained in Section 6.4(a) would then be calculated in a 
different manner or with different 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 compliance with the covenant contained in the 
aforesaid Section 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.

	Article 2
	LOANS


2.1  Loans-General.

(a)	Subject to the terms and conditions set forth in this 
Agreement, on the Closing Date, each Lender shall, pro 
rata according to that Lender's Pro Rata Share of the 
Commitment, make an Advance to Borrower under the 
Commitment in such amount as Borrower may request 
that does not result in the aggregate principal amount 
outstanding under the Notes exceeding the Commitment.  
Amounts repaid may not be re-borrowed under this 
Section 2.1(a) or under Section 2.1(b) below. 

(b)	Subject to the terms and conditions set forth in this 
Agreement, on the effective date of any increase in the 
Commitment pursuant to Section 2.6, each Lender which 
has agreed to commit to a portion of such increase in the 
Commitment shall, according to the amount of its agreed 
increase in the Commitment, make an Advance to 
Borrower under the Commitment in such amount as 
Borrower may request that does not result in the aggregate 
principal amount outstanding under the Notes exceeding 
the Commitment.  Any Lender that has not agreed in 
writing to commit to a portion of such increase in the 
Commitment shall have no obligation under this 
Section 2.1(b).

(c)	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) amount of such 
Loan, and (iii) 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 to be made and 
issued on the Closing Date, the related Request for Loan 
to be delivered by Borrower shall be delivered to the 
Administrative Agent no later than 12:00 noon (California 
time), one day before the Closing Date.

(d)	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 of the Loan, the 
applicable Interest Period, and that Lender's Pro Rata 
Share of the Loan (in the case of a Loan under 
Section 2.1(a)) or amount of its portion of the Loan (in the 
case of a Loan under Section 2.1(b)).  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.

(e)	Unless the Requisite Lenders otherwise consent, 
each Loan shall be not less than $3,000,000.

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

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

(h)	Borrower may from time to time redesignate the 
Interest Period applicable to a Eurodollar Rate Loan 
pursuant to a Request for Re-Pricing, which shall specify 
the requested (i) date of designation, (ii) amount of the 
Eurodollar Rate Loan to be redesignated and (iii) Interest 
Period for such Eurodollar Rate Loan.  A Request for 
Re-Pricing shall be subject to the same requirements and 
other provisions applicable to a Request for Loan set forth 
in this Section applicable to a Request for Loan except 
that during the period commencing 2 months prior to an 
Amortization Date, the minimum amount of a Eurodollar 
Rate Loan shall not be greater than the Amortization 
Amount for that Amortization Date. 

(i)	If no Request for Loan or Request for Re-Pricing 
(or telephonic request for Loan or re-pricing referred to in 
the second sentence of Section 2.1(c), if applicable) has 
been made within the requisite notice period set forth in 
Section 2.2 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 a Eurodollar Rate Loan with an Interest 
Period of 3 months.

		2.2  Designation of Interest Periods.

(a)	Each request by Borrower to redesignate an Interest 
Period shall be made pursuant to a Request for Re-Pricing 
(or telephonic or other request for re-pricing referred to in 
the second sentence of Section 2.1(c), 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)	Nothing contained herein shall require any Lender 
to fund any Eurodollar Rate Loan in the Designated 
Eurodollar Market.

2.3  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 
Commitment.  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 remaining Amortization Amounts, each in an 
amount that is in the same proportion as such 
Amortization Amount bears to the aggregate of such 
remaining Amortization Amounts.

2.4  Automatic Reduction of Commitment.  Subject to the 
last sentence of Section 2.3, on each Amortization Date, 
the Commitment shall automatically be reduced by the 
Amortization Amount.

2.5  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.

2.6	Increase of Commitment.  Borrower may, by 
written notice to the Administrative Agent and the 
Lenders, increase the Commitment up to $100,000,000; 
provided that (a) the Commitment has not theretofore been 
voluntarily reduced pursuant to Section 2.3, (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) the Eligible 
Assignee executes and delivers an agreement of joinder to 
this Agreement in form and substance satisfactory to 
Borrower and the Administrative Agent, (e) the amount of 
such increase, when aggregated with any increase 
theretofore or concurrently made in the amount of the 
Revolver pursuant to Section 2.8 of the Amended 
Revolver, does not exceed $50,000,000 and (f) no such 
increase shall increase the amount of the Commitment 
held by any other Lender absent the express written 
consent of that Lender.  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.

2.7  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 reliance 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.

2.8  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.

2.9  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 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 3.7, 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 
2.50% (250 basis points).

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

(i)  the amount, if any, by which the principal outstanding 
Indebtedness evidenced by the Notes at any time exceeds 
the Commitment shall be payable immediately;

(ii)  the applicable Amortization Amount shall be payable 
on each Amortization Date; and

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

(d)	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, (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) 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 of a 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 3.6(e).  Any voluntary prepayment under this 
Section shall be applied to the remaining Amortization 
Amounts, each in an amount that is in the same proportion 
as such Amortization Amount bears to the aggregate of 
such remaining Amortization Amounts.

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  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.

3.5  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 determination of such amounts shall be 
conclusive in the absence of manifest error.

3.6  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 additional 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 3.6(e).  Any such Alternate 
Base Rate Advance shall bear interest, payable on each 
Quarterly Payment Date, at a rate equal to the sum of the 
Alternate Base Rate plus 1 1/4% (125 basis points).  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 
Eurodollar 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 Designated 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 3.6(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 3.6, 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 3.6 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 3.6(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 3.6 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.

3.7  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 Eurodollar Rate for a Eurodollar 
Rate Loan with an Interest Period of 3 months plus 2.50% 
(250 basis points) plus 2%, to the fullest extent permitted 
by applicable Laws.  Accrued and unpaid interest on past 
due amounts (including, without limitation, 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.

3.8  Computation of Interest and Fees.  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.

3.9  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.

3.10  Manner and Treatment of Payments.

(a)	Each payment hereunder (except payments 
pursuant to Sections 2.9, 3.5, 3.6, 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., 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.

3.11  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.

3.12  Failure to Charge Not Subsequent Waiver.  Any 
decision by the Administrative Agent or any Lender not to 
require payment of any interest (including interest arising 
under Section 3.7), 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 Section 3.7), 
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.

3.13  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.

3.14  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.

3.15  Survivability.  All of Borrower's obligations under 
Sections 3.5 and 3.6 shall survive for ninety (90) days 
following the date on which the Commitment is 
terminated and all Loans hereunder are fully paid. 

	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 Liens.

(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 6.5.

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 
established 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 
knowledge 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 
covenant that the Projections in fact will be achieved.  
This representation may not be relied upon by any Lender 
that did not receive a copy of the Projections on or before 
the Closing Date.

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 Liens 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 
Liens 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 6.2 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 (through 
the Administrative Agent), 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 discuss 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 (through the Administrative Agent) 
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 
adequate 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 
comply 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 solely to 
refinance or retire existing Indebtedness of Borrower.

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 Amended Revolver subject in 
priority only to Permitted Liens 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  Disposition of Property.  Make any Disposition of its 
Property, whether now owned or hereafter acquired, (a) 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 or 
(b) that is otherwise prohibited by clause (a) hereof unless 
(i) at least 85% of the proceeds from such Disposition are 
received in Cash; provided however, that the amount of 
(A) any Indebtedness (as shown on Borrower's or such 
Subsidiaries' most recent balance sheet or in the notes 
thereto) of Borrower or any such Subsidiary that are 
assumed by the transferee of any asset in connection with 
any Disposition and (B) any deferred payment obligations 
received by Borrower or any such Subsidiary as proceeds 
of a Disposition that are concurrently with the Disposition 
converted into Cash without recourse to Borrower or any 
of its Subsidiaries, shall be deemed to be Cash for 
purposes of this provision, (ii) Borrower or such 
Subsidiary receives consideration at the time of such 
Disposition at least equal to the fair market value of the 
shares or assets sold (as determined by the Board of 
Directors of Borrower and evidenced by a board 
resolution) and (iii) the Net Cash Proceeds received by 
Borrower or such Subsidiary from such Disposition are 
applied as follows: (y) Borrower may, within 12 months 
of such Disposition, invest such Net Cash Proceeds in 
properties and assets that (as determined by the Board of 
Directors) replace the properties and assets that were the 
subject of the Disposition or in properties and assets that 
will be used in the business of Borrower or its 
Subsidiaries existing on the date of this Agreement or in a 
business reasonably related thereto and (z) the amount of 
such Net Cash Proceeds not invested as set forth in 
clause (y) above shall on or prior to the first anniversary 
of such Disposition be applied by Borrower to the 
prepayment, on a pro rata basis with the prepayment of the 
Notes and the permanent reduction of the Commitment 
under the Amended Revolver on or prior to the Banking 
Day following the date such Net Cash Proceeds are not so 
invested, at a price equal to 100% of the principal amount 
thereof, plus accrued interest thereon to the date of 
prepayment.

		6.2  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.

6.3  Restricted Payments. (a) Directly or indirectly, 
(i) declare or pay any dividend on or make any 
distribution or payment on its Capital Stock or to its 
stockholders (in their capacity as stockholders) (other than 
dividends or distributions payable solely in its Qualified 
Capital Stock and, in the case of a Restricted Subsidiary, 
dividends or distributions payable to Borrower or a 
Wholly Owned Subsidiary), (ii) purchase, redeem or 
otherwise acquire or retire for value, any shares of Capital 
Stock of Borrower (except, in the case of a Restricted 
Subsidiary, from Borrower) or any Subsidiary of 
Borrower (other than a Wholly Owned Subsidiary), 
(iii) acquire, retire or redeem any Indebtedness of or 
otherwise make any Investment in any Affiliate of 
Borrower (other than a Permitted Investment) or 
(iv) purchase, redeem or otherwise acquire or retire for 
value, prior to any scheduled maturity, scheduled 
repayment or scheduled sinking fund or mandatory 
redemption payment of a Subordinated Obligation or any 
other Indebtedness of Borrower or of any Affiliate of 
Borrower that is subordinated (whether pursuant to its 
terms or by operation of law) in right of payment to the 
Notes and which is scheduled to mature (after giving 
effect to any and all unconditional (other than as to the 
giving of notice) options to extend the maturity thereof) on 
or after the Maturity Date, if at the time of any such 
declaration, distribution, payment, purchase, redemption, 
acquisition or retirement (collectively, the "Restricted 
Payments") and after giving effect thereto (including, 
without limitation, in calculating on a pro forma basis, as 
if such proposed Restricted Payment had been made, the 
Consolidated Fixed Charge Coverage Ratio of Borrower 
for purposes of clause (y) below):

(x)	any Event of Default shall have occurred and be 
continuing; or

(y)	Borrower could not incur at least $1.00 of 
additional Indebtedness pursuant to Section 6.4(a); or

(z)	the aggregate amount of Restricted Payments for all 
such purposes made subsequent to the Closing Date would 
exceed an amount equal to the sum of (i) 50% of 
aggregate Consolidated Net Income (or if such aggregate 
Consolidated Net Income shall be a deficit, minus 100% 
of such deficit) accrued on a cumulative basis in the 
period commencing on the Closing Date and ending on the 
last day of the Fiscal Quarter immediately preceding the 
relevant Transaction Date, (ii) the aggregate net proceeds, 
including Cash and the fair market value of Property other 
than Cash (as determined in good faith by the Board of 
Directors of Borrower, whose determination shall be 
conclusive, and evidenced by a resolution of such Board 
of Directors filed with the Agent) received by Borrower 
from the issuance or sale to any Person (other than a 
Subsidiary of Borrower) during the period commencing on 
the Closing Date and ending on such Transaction Date of 
Qualified Capital Stock of Borrower (other than Capital 
Stock of Borrower issued upon conversion of or in 
exchange for securities of Borrower and Capital Stock of 
Borrower issued in a transaction described in clause 
(b)(iv) below, except to the extent of any payment to 
Borrower in addition to the securities of Borrower 
surrendered), (iii) to the extent not included in (ii) above, 
the aggregate net proceeds, including Cash and the fair 
market value of Property other than Cash (as determined 
in good faith by the Board of Directors of Borrower, 
whose determination shall be conclusive, and evidenced 
by a resolution of such Board of Directors filed with the 
Agent) received by Borrower from the issuance or sale to 
any Person (other than a Subsidiary of Borrower) during 
the period commencing on the Closing Date and ending on 
such Transaction Date, of any debt securities evidencing 
Indebtedness of Borrower or of any Disqualified Stock of 
Borrower, if, and to the extent that, as of such Transaction 
Date such debt securities or Disqualified Stock, as the case 
may be, have been converted into, exchanged for or 
satisfied by the issuance of Qualified Capital Stock of 
Borrower, (iv) to the extent that any Restricted Investment 
that was made after the date of this Agreement is sold for 
Cash or otherwise liquidated or repaid for Cash, the lesser 
of (A) the Cash return of capital with respect to such 
Restricted Investment (less the expense of disposition, if 
any) and (B) the initial amount of such Restricted 
Investment, (v) 50% of any Cash dividends received by 
Borrower or a Wholly-Owned Subsidiary after the date of 
this Agreement from an Unrestricted New Venture Entity, 
to the extent that such dividends were not otherwise 
included in Consolidated Net Income of Borrower for 
such period and (vi) to the extent that any Unrestricted 
New Venture Entity is redesignated as a Restricted 
Subsidiary after the date of this Agreement, the fair market 
value of the Investment in such Subsidiary by Borrower or 
any other Restricted Subsidiary as of the date of such 
redesignation; provided, however, that, if Borrower and its 
Restricted Subsidiaries have made any Investments during 
the period commencing on the Closing Date and ending on 
such Transaction Date, the proceeds of which Investments 
were used, directly or indirectly, by the recipients thereof 
to purchase Qualified Capital Stock of Borrower or other 
securities that have been converted into, exchanged for or 
satisfied by the issuance of Qualified Capital Stock of 
Borrower, the aggregate amount determined under clauses 
(ii) and (iii) shall be net of the aggregate amount of such 
Investments.

(b)	The provisions of this Section 6.3 shall not 
prohibit:

(i)	Borrower or any Restricted Subsidiary from paying 
a dividend on its own Capital Stock within 60 days after 
the declaration thereof if, on the date when the dividend 
was declared, Borrower or such Restricted Subsidiary, as 
the case may be, could have paid such dividend in 
compliance with the other provisions of this Section 6.3;

(ii)	Borrower or any Restricted Subsidiary from 
redeeming or repurchasing its securities in the event that 
the holder of such securities has failed to qualify or to be 
found suitable or otherwise eligible under a Gaming Law 
to remain as a holder of such securities;

(iii)	Borrower or any Restricted Subsidiary from 
redeeming or purchasing, for an amount not exceeding 
$750,000 in the aggregate, all or a portion of the shares of 
Class A preferred stock of Ramada New Jersey Holdings 
outstanding on the Closing Date; 

(iv)	the redemption, repurchase, retirement, defeasance 
or other payment or acquisition of any Subordinated 
Obligation or Capital Stock of Borrower in exchange for, 
or out of the net cash proceeds of the substantially 
concurrent sale (other than to a Subsidiary of Borrower) 
of, other Capital Stock of Borrower (other than any 
Disqualified Stock); and
(v)	the redemption, repurchase, retirement, defeasance 
or other payment or acquisition of Subordinated 
Obligations with the net cash proceeds from an incurrence 
of New Subordinated Debt; 

provided, however, that the aggregate amount of any 
payment, dividend, acquisition, redemption or distribution 
made by Borrower or any Restricted Subsidiary pursuant 
to subsection (b)(i) or (ii) shall be included in any 
computation under Section 6.3(a) of the aggregate amount 
of Restricted Payments made by Borrower and its 
Restricted Subsidiaries, and the aggregate amount of any 
payment, dividend, acquisition, redemption or distribution 
made by Borrower or any Restricted Subsidiary pursuant 
to subsection (b)(iii), (iv) or (v) shall not be included in 
any such computation; 

(c)	So long as no Event of Default shall have occurred 
and be continuing, the provisions of this Section 6.3 shall 
not prohibit Borrower and its Restricted Subsidiaries from:

(i)	acquiring shares of Capital Stock of Borrower (A) 
to eliminate fractional shares, (B )from an employee who 
has purchased or otherwise acquired shares of Capital 
Stock of Borrower under an employee stock option or 
employee stock purchase agreement or other plan or 
agreement reserving to Borrower the option to repurchase 
the shares but in no event for a price greater than the 
higher of fair market value or the price at which such 
securities were sold by Borrower and (C) pursuant to a 
court order, provided that the aggregate consideration paid 
by Borrower and its Restricted Subsidiaries pursuant to 
subclauses (A) and (B) above shall not exceed $1,000,000 
in any Fiscal Year of Borrower;

(ii)	declaring or paying any dividend on, or redeeming 
or repurchasing, shares of the Series B Preferred Stock in 
either case that is or becomes  scheduled or required 
pursuant to the Series B Preferred Stock outstanding as of 
the Closing Date;

(iii)	redeeming or purchasing the Preferred Share 
Purchase Rights at a price not exceeding $0.01 per right 
and $2,000,000 in the aggregate;

(iv)  	acquiring, retiring or redeeming any Indebtedness 
of, or otherwise making any Investment in, TEGP in 
connection with the TEGP Loan Agreement, except to the 
extent that the aggregate amount of any such Investment in 
TEGP in connection with the TEGP Loan Agreement 
exceeds the outstanding principal amount owed to third 
parties under the TEGP Loan Agreement at the Closing 
Date;

(v)  	purchasing the TEGP Property or the Jaffe 
Partnership Interest;

(vi) 	paying up to $75,000,000 on account of 
Subordinated Obligations or for the purchase, redemption 
or defeasance thereof; or

(vii)  	making any Restricted Payment not otherwise 
permitted by this Section 6.3, provided that the aggregate 
amount of Restricted Payments made pursuant to this 
clause (vii) from and after the Closing Date shall not 
exceed $30,000,000;

provided, however, that the aggregate amount of any 
payment, dividend, acquisition, redemption or distribution 
made by Borrower or any Restricted Subsidiary pursuant 
to subsection (c)(i), (ii), (iii) or (vii) shall be included in 
any computation under Section 6.3(a) of the aggregate 
amount of Restricted Payments made by Borrower and its 
Restricted Subsidiaries, and the aggregate amount of any 
payment, dividend, acquisition, redemption or distribution 
made by Borrower or any Restricted Subsidiary pursuant 
to subsection (c)(iv), (v) or (vi) shall not be included in 
any such computation.

6.4  Indebtedness. (a) Create, incur, assume, guarantee or 
otherwise become liable with respect to, or become 
responsible for the payment of, any Indebtedness unless, 
after giving effect thereto, the Consolidated Fixed Charge 
Coverage Ratio of Borrower is greater than 1.9 to 1.

(b)	Notwithstanding the foregoing, Borrower and its 
Restricted Subsidiaries may incur, create, assume, 
guarantee or otherwise become liable with respect to, or 
become responsible for the payment of, any or all of the 
following: (i) Indebtedness not otherwise permitted 
pursuant to clauses (ii) through (xii) below in an aggregate 
amount at any time outstanding of up to $50,000,000; (ii) 
Indebtedness incurred pursuant to Section 2.6 of this 
Agreement, (iii) the Existing 11% Subordinated Debt and 
the Existing 13 3/4% Subordinated Debt; (iv) Indebtedness 
of Borrower and its Restricted Subsidiaries remaining 
outstanding on the Closing Date giving effect to the 
contemplated application of the proceeds; (v) Indebtedness 
to Borrower or to a Restricted Subsidiary; (vi) 
Indebtedness incurred by Borrower or any Restricted 
Subsidiary in connection with (a) the construction of any 
new facility or facilities related to the gaming business or 
any related business of Borrower or any Restricted 
Subsidiary or in connection with the expansion by 
Borrower or any Restricted Subsidiary of any of its 
existing facilities; provided, however, that the aggregate 
principal amount of all such Indebtedness incurred on and 
subsequent to the Closing Date shall not exceed 
$100,000,000, (b) the maintenance, refurbishment or 
replacement by Borrower or any Restricted Subsidiary in 
the ordinary course of business of assets related to the 
gaming business or any related business of Borrower or 
any Restricted Subsidiary or (c) the acquisition of slot 
machines, gaming tables or other similar gaming 
equipment; (vii) Indebtedness under any revolving credit 
facility in an aggregate amount of up to $300,000,000; 
(viii) Indebtedness incurred to purchase the TEGP 
Property or the Jaffe Partnership Interest or to refinance 
any Indebtedness of TEGP; (ix) Indebtedness incurred in 
respect of any security deposit under the TEGP Lease; (x) 
Indebtedness under Currency Agreements or Swap 
Agreements (including any Swap Agreements, the purpose 
of which is to alter or replace, or lengthen or shorten the 
maturity of, any Swap Agreement previously incurred 
pursuant to this clause (x)), provided that such Currency 
Agreements or Swap Agreements are related to payment 
obligations on Indebtedness otherwise permitted by this 
Section 6.4; (xi) Indebtedness incurred in respect of 
performance bonds, bankers' acceptances, letters of credit 
and surety bonds provided by Borrower or any Restricted 
Subsidiary in the ordinary course of business; and (xii) 
Indebtedness ("Replacement Indebtedness") the proceeds 
of which are used to refinance (a) all or a portion of the 
Notes, (b) any other permitted Indebtedness of Borrower 
and its Restricted Subsidiaries or (c) permitted successor 
or replacement Indebtedness, in each case in a principal 
amount (or, if such Replacement Indebtedness does not 
require Cash payments prior to maturity, with an original 
issue price) not to exceed an amount equal to the 
aggregate of the principal amount plus any prepayment 
penalties, premiums and accrued and unpaid interest on 
the Indebtedness so refinanced and customary fees, 
expenses and costs related to the incurrence of such 
Replacement Indebtedness, provided that, in the case of 
this clause (xii), (1) if the Notes are refinanced in part, 
such Replacement Indebtedness is expressly made pari 
passu or subordinate in right of payment to the remaining 
Notes, (2) if the Indebtedness to be refinanced is 
subordinate in right of payment to the Notes, such 
Replacement Indebtedness is subordinate in right of 
payment to the Notes at least to the extent that the 
Indebtedness to be refinanced is subordinate to the Notes, 
(3) if the Indebtedness to be refinanced is pari passu in 
right of payment to the Notes, such Replacement 
Indebtedness is pari passu or subordinate in right of 
payment to the Notes at least to the extent that the 
Indebtedness to be refinanced is pari passu to the Notes 
and (4) if the Notes are refinanced in part or if the 
Indebtedness to be refinanced is subordinate in right of 
payment to the Notes and scheduled to mature after the 
maturity date of the Notes, such Replacement 
Indebtedness determined as of the date of incurrence does 
not mature prior to the final scheduled maturity date of the 
Notes and the Average Life of such Replacement 
Indebtedness is equal to or greater than the Average Life 
of the remaining Notes.

6.5  Liens.  Create, incur, assume or suffer to exist, any 
Lien on or with respect to any of its Property or Capital 
Stock, whether now owned or hereafter acquired, or 
assign, or permit any Restricted Subsidiary to assign, any 
right to receive income, other than: (i) Liens existing as of 
the date of this Agreement or arising hereafter pursuant to 
the Amended Revolver or this Agreement; (ii) Liens in 
favor of Borrower; (iii) Liens securing Indebtedness 
(including, without limitation, any obligation, contingent 
or otherwise, for borrowed money of any Person secured 
by any Lien in respect of Property of Borrower or any 
Restricted Subsidiary, even though neither Borrower nor 
any Restricted Subsidiary has assumed or become liable 
for payment of such obligation) of Borrower or any 
Restricted Subsidiary, provided that, with respect to any 
Indebtedness that is pari passu with the Notes, the Notes 
are secured by Liens equal and ratable to such Liens and, 
with respect to Indebtedness that is subordinated to the 
Notes, the Notes are secured by Liens that are senior to 
such Liens; (iv) Permitted Liens and (v) any Lien 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 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 (v) 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 (v) shall be of no 
further effect; and provided further that if at any time 
Borrower creates or suffers to exist a Lien 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 likewise covering such securities in favor of 
the Administrative Agent for the benefit of the Lenders.

6.6  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.

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

6.8  Amendments to Subordinated Obligations.  Amend or 
modify any of the subordination provisions contained in 
Article Ten of the Existing Indentures (or the definitions 
of terms used therein) or in the comparable subordination 
provisions of any other indenture, agreement or instrument 
evidencing or governing any Subordinated Obligation in 
any respect that will or may adversely affect the interests 
of the Lenders.

6.9	Amendments to Amended Revolver.  Amend or 
modify any term or provision of the Amended Revolver 
that would (a) shorten the maturity date thereof, 
(b) accelerate the scheduled reduction dates of the 
commitment thereunder, (c) increase any scheduled 
reduction amount thereunder or (d) increase any 
mandatory prepayment thereunder.

	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 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;

(b)	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 (f) or, if, 
in the opinion of such accountants, any such Default shall 
exist, stating the nature and status of such Default;

(c)	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;

(d)	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;

(e)	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(a) and 7.1(b), a 
Compliance Certificate signed by a Senior Officer.

	Article 8
	CONDITIONS


8.1  Initial Advances.  The obligation of each Lender to 
make the initial Advance to be made by it 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 Confirmation of the Guaranty executed by each 
Significant Subsidiary;

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

(6)	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;

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

(8)	the Intercreditor Agreement executed by the 
Revolver Agent;

(9)	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 jurisdiction 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;

(10)	the Opinions of Counsel;

(11)	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;

(12)	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;

(13)	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;

(14)	a Certificate of a Responsible Official 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;

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

(16)	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 3.4 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)	Borrower shall have delivered to the trustees under 
the Existing Indentures a written statement designating the 
Obligations as "Designated Senior Indebtedness" under 
such Indentures.

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

(h)	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 no 
Default or Event of Default shall have occurred and be 
continuing.

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

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

	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 Section 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, 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) or 
(c) 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

(e)	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

(f)	Borrower or any of the Restricted Subsidiaries 
(i) fails to pay the principal, or any principal installment, 
of any present or future indebtedness (including the 
Amended Revolver) for borrowed money of $25,000,000 
or more, or any guaranty of present or future indebtedness 
for borrowed money of $25,000,000 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 (including the Amended Revolver) 
for borrowed money of $25,000,000 or more, or of any 
guaranty of present or future indebtedness for borrowed 
money of $25,000,000 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 and any such failure to pay, 
perform or observe described in clauses (i) or (ii) above 
continues (without cure or waiver by the holders of such 
indebtedness) for a period of thirty (30) days; or

(g)	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 
Obligation; or the trustee for, or any holder of, a 
Subordinated Obligation breaches any subordination 
provision applicable to such Subordinated Obligation; or

(h)	Any Loan Document, at any time after its execution 
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

(i)	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

(j)	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

(k)	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

(l)	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

(m)	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

(n)	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 consolidated 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 provided 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(j):  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(j):  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 duplication, 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 successor 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 
Revolver 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 Requisite 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 Agent, 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 
accordance 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, judgments, suits, costs, 
expenses or disbursements of any kind or nature 
whatsoever (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 and the Revolver 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 
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 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 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 , (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 connection with the 
negotiation, preparation, syndication, execution and 
delivery 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 the Lenders (as 
a group), independent public accountants and other 
outside experts retained by the Administrative Agent or 
the Lenders (as a group), whether or not such costs and 
expenses are incurred or suffered by the Administrative 
Agent or the Lenders (as a group) 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 or Related Fund 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 or Related 
Fund 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 is equivalent to less than $3,000,000 and 
(iv) 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.  For 
purposes of this Section 11.8, a "Related Fund" shall 
mean, with respect to any Lender that is a fund that invests 
in bank loans, any other fund that invests in bank loans 
which is managed or advised by the same investment 
advisor as such Lender or by an Affiliate of such 
investment advisor.  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 
Assignment 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 
performance 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 3.5, 
3.6, 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 and 
(vi) 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 Amortization 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 
indemnify, 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 
confidence 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, liability 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 3.4, 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 Section 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; provided that it is expressly acknowledged 
and agreed that a Lender that is not a "bank" for purposes 
of Section 881(c) of the Code and that is claiming 
exemption from U.S. federal withholding tax under 
Section 871(h) or 881(c) of the Code with respect to 
payments of "portfolio interest" may, for purposes of 
satisfying the foregoing requirement, deliver a Form W-8, 
or any subsequent versions thereof or successors thereto 
(and, if such Lender delivers a Form W-8, a certificate 
representing that such Lender is not a "bank" for purposes 
of Section 881(c) of the Code, is not a 10-percent 
shareholder (within the meaning of Section 871(h)(3)(B) 
of the Code) of Borrower and is not a controlled foreign 
corporation related to Borrower (within the meaning of 
Section 864(d)(4) of the Code)).  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 3.5, 3.6 and 3.10(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 and (b) if such Lender is the subject of a Lender 
Disqualification provided that no Default or Event of 
Default then exists.  If Borrower is so entitled to remove a 
Lender pursuant to this Section, 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 
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), subject to 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 through the date of assignment.

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 Amended Revolver) with the written 
approval of (a) the Requisite Lenders and (b) the Requisite 
Lenders under the Amended Revolver.

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 payment of all amounts 
then demanded by any Lender or indemnitee under 
Sections 3.5, 3.6, 11.11 and 11.22 and (d) 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 11.25, 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 or Section 11.25.  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 PERFORMANCE, 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:  FRANCIS GRIFFIN
   	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
ARCHIMEDES FUNDING, L.L.C., as a Lender
By: ING Capital Advisors, Inc., as Collateral Manager



By	MICHAEL D. HATLEY
Michael D. Hatley
Senior Vice President

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, as a Lender
By: Eaton Vance Management,
as Investment Advisor

By	PAYSON F. SWAFFIELD
	Payson F. Swaffield
	Vice President
[Printed Name and Title]

Address:

State Street Bank & Trust Company
Corporate Trust Division
Two International Place, 5th Floor
Boston, Massachusetts 02110
Attention: 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

	EXHIBIT A

	COMMITMENT ASSIGNMENT AND ACCEPTANCE


		This COMMITMENT ASSIGNMENT AND 
ACCEPTANCE ("Assignment") dated as of ____________, ____ is made 
with reference to that certain Term Loan Agreement dated as of May 28, 1998 
(as amended, extended, renewed, supplemented or otherwise modified from 
time to time, the "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.
	
		This Assignment is entered into between 
_________________________, the "Assignor" in its capacity as a Lender 
under the 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 Agreement.  In addition, as used in this Assignment, the 
following capitalized terms shall have the meanings set forth below:

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

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

	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 Pro Rata Share.  The Assigned Pro Rata Share 
is 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 or the performance by Borrower or its Subsidiaries 
of its obligations under the Loan Agreement and the other Loan Documents, 
and assumes no responsibility with respect to any statements, warranties 
or representations made in or in connection with the Loan Agreement or 
the execution, legality, validity, enforceability, genuineness, or 
sufficiency the Loan Agreement or any other 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, 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 Loan Agreement.

			(c)	The Assignee has received copies of the 
Loan Agreement 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 Agreement, are required to be performed by it as a Lender.

			(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 
the Loan Agreement, the other Loan Documents and Assignor's Note to the 
extent of the Assigned 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 
Loan Documents, 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 Loan Documents .  The Assignee 
hereby appoints and authorizes the Administrative Agent, to take such action 
and to exercise such powers as delegated to the Administrative Agent as 
are delegated by the Loan Agreement.

	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 under the Loan 
Agreement with respect to the Assigned Pro Rata Share.


			(b)	From and after the Effective Date, the 
Administrative Agent shall make all payments under the Loan Agreement in 
respect of the Assigned 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 Agreement for periods 
prior to the Effective Date between themselves.

	6.	Notes.  The Assignor and the Assignee shall make 
appropriate arrangements with the Borrower concurrently with the execution 
and delivery hereof so that a replacement or a new Note are issued to the 
Assignor and the Assignee as applicable reflecting their respective 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 and the Administrative Agent as 
evidence of their consent hereto to the extent required under 
Section 11.8(b) of the Loan Agreement; (iii) the receipt by the 
Administrative Agent of the processing and recordation fee referred 
to in Section 11.8 of the 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 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 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 Agreement:  Term 
Loan Agreement dated as of May ___, 1998.

	2.	Assigned Portions:




                                                              Term 
                                                       Loan Commitment

    (a)	Aggregate Commitments/Loans of All Lenders

	
                                                      $______________

    (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
	Loan Agreement

	AZTAR CORPORATION,
	a Delaware 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 Term 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 ("Compliance Certificate") 
is delivered in accordance with Section 7.2 of the Loan 
Agreement by a Senior Officer of Borrower.  This 
Certificate is delivered with respect to the Fiscal Quarter 
ended ______________, _____ (the "Test Fiscal 
Quarter").


I.	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).
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_____________________________________________


II.	The undersigned Senior Officer of Borrower 
certifies that the information contained herein is 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.


III.	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]


	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 ($_________________), payable as hereinafter set forth.  
The undersigned promises to pay interest on the principal amount hereof 
remaining unpaid from time to time from the date hereof until the date of 
payment in full, payable as hereinafter set forth.

		Reference is made to the Term Loan Agreement dated as of May 
___, 1998, by and among the undersigned, as Borrower, the Lenders which are 
parties thereto, 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 in installments as provided in the Loan Agreement and in any 
event on June 30, 2005.

		Interest shall be payable on the outstanding daily unpaid 
principal amount of  the Advance from the date thereof 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 3.7 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 payments 
of principal and interest 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 rights 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 ADVANCES AND
	PAYMENTS OF PRINCIPAL


 
Date      Interest     Amount of      Unpaid        Notation
           Period      Principal     Principal      Made by
                        Paid          Balance

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