exv10w5



Table of Contents





Exhibit 10.5




EXECUTION
VERSION




CREDIT AGREEMENT




Dated as of November 1, 2011




among




ALIANTE GAMING, LLC,




ALST CASINO HOLDCO, LLC,




the Lenders herein named,




and




WILMINGTON TRUST, NATIONAL ASSOCIATION,




as Administrative Agent





 









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TABLE OF CONTENTS



	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	1.1 Defined Terms
	 	 	1	 
	1.2 Use of Defined Terms
	 	 	45	 
	1.3 Accounting Terms
	 	 	45	 
	1.4 Rounding
	 	 	45	 
	1.5 Exhibits and Schedules
	 	 	45	 
	1.6 Miscellaneous Terms
	 	 	46	 
	 
	 	 	 	 
	ARTICLE 2 LOANS
	 	 	46	 
	2.1 Loans
	 	 	46	 
	2.2 Collateral
	 	 	47	 
	 
	 	 	 	 
	ARTICLE 3 PAYMENTS AND FEES
	 	 	47	 
	3.1 Interest
	 	 	47	 
	3.2 Principal Payments
	 	 	47	 
	3.3 Refinancing Amendments
	 	 	49	 
	3.4 Extension of Loans
	 	 	50	 
	3.5 Prepayment Offers
	 	 	51	 
	3.6 [Reserved]
	 	 	58	 
	3.7 Agency Fee
	 	 	58	 
	3.8 Increased Commitment Costs
	 	 	59	 
	3.9 [Reserved]
	 	 	59	 
	3.10 Late Payments; Default Rate
	 	 	59	 
	3.11 Computation of Interest
	 	 	59	 
	3.12 Non Business Days
	 	 	60	 
	3.13 Manner and Treatment of Payments
	 	 	60	 
	3.14 [Reserved]
	 	 	61	 
	3.15 Failure to Charge Not Subsequent Waiver
	 	 	62	 
	3.16 Administrative Agent’s Right to Assume Payments Will be Made
	 	 	62	 
	3.17 Fee Determination Detail
	 	 	62	 
	3.18 Replacement of Lenders
	 	 	63	 
	3.19 Survivability
	 	 	63	 
	 
	 	 	 	 
	ARTICLE 4 REPRESENTATIONS AND WARRANTIES
	 	 	63	 
	4.1 Existence and Qualification, Power, Compliance With Laws
	 	 	63	 
	4.2 Authority, Compliance With Other Agreements and Instruments
and Government Regulations
	 	 	63	 
	4.3 No Governmental Approvals Required
	 	 	64	 
	4.4 Subsidiaries
	 	 	64	 
	4.5 Financial Statements
	 	 	65	 
	4.6 No Other Liabilities; No Material Adverse Changes
	 	 	65	 
	4.7 Title to Property
	 	 	65	 
	4.8 Intangible Assets
	 	 	65	 






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	 	 	Page	 
	4.9 Litigation
	 	 	65	 
	4.10 Binding Obligations
	 	 	66	 
	4.11 No Default
	 	 	66	 
	4.12 ERISA
	 	 	66	 
	4.13 Regulation U; Investment Company Act
	 	 	67	 
	4.14 Disclosure
	 	 	67	 
	4.15 Tax Liability
	 	 	68	 
	4.16 [Reserved]
	 	 	68	 
	4.17 Hazardous Materials
	 	 	68	 
	4.18 Gaming Laws
	 	 	68	 
	4.19 Security Interests
	 	 	68	 
	4.20 Deposit and Securities Accounts
	 	 	69	 
	4.21 Permits
	 	 	69	 
	4.22 OFAC, Etc.
	 	 	69	 
	 
	 	 	 	 
	ARTICLE 5 AFFIRMATIVE COVENANTS
	 	 	70	 
	5.1 Payment of Taxes and Other Potential Liens
	 	 	70	 
	5.2 Preservation of Existence
	 	 	70	 
	5.3 Maintenance of Properties
	 	 	71	 
	5.4 Maintenance of Insurance
	 	 	71	 
	5.5 Compliance With Laws
	 	 	73	 
	5.6 Inspection Rights
	 	 	73	 
	5.7 Keeping of Records and Books of Account
	 	 	73	 
	5.8 Compliance With Agreements
	 	 	73	 
	5.9 [Reserved]
	 	 	73	 
	5.10 New Subsidiaries; Collateral; Legal Opinions
	 	 	74	 
	5.11 Hazardous Materials Laws
	 	 	74	 
	5.12 Projections
	 	 	75	 
	5.13 Deposit and Securities Accounts
	 	 	75	 
	 
	 	 	 	 
	ARTICLE 6 NEGATIVE COVENANTS
	 	 	75	 
	6.1 Asset Sales
	 	 	76	 
	6.2 Restricted Payments
	 	 	77	 
	6.3 Indebtedness
	 	 	77	 
	6.4 Liens and Negative Pledges
	 	 	79	 
	6.5 Restrictions on Subsidiaries
	 	 	80	 
	6.6 Fundamental Changes
	 	 	82	 
	6.7 Transactions with Affiliates
	 	 	83	 
	6.8 Sale and Leaseback Transactions
	 	 	83	 
	6.9 Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries
	 	 	83	 
	6.10 Permitted Businesses
	 	 	84	 
	6.11 Management Fees
	 	 	84	 
	6.12 Amendments to Constituent Documents and Management Agreement
	 	 	84	 
	6.13 [Reserved]
	 	 	84	 
	6.14 [Reserved]
	 	 	84	 






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	 	 	Page	 
	6.15 [Reserved]
	 	 	84	 
	6.16 Investments
	 	 	84	 
	6.17 ERISA
	 	 	85	 
	6.18 [Reserved]
	 	 	85	 
	6.19 Designation of Subsidiaries
	 	 	85	 
	6.20 Holdings
	 	 	85	 
	 
	 	 	 	 
	ARTICLE 7 INFORMATION AND REPORTING REQUIREMENTS
	 	 	86	 
	7.1 Financial and Business Information
	 	 	86	 
	7.2 Compliance Certificates
	 	 	89	 
	 
	 	 	 	 
	ARTICLE 8 CONDITIONS
	 	 	89	 
	8.1 Conditions to Closing
	 	 	89	 
	 
	 	 	 	 
	ARTICLE 9 DEFAULT AND REMEDIES UPON EVENT OF DEFAULT
	 	 	91	 
	9.1 Events of Default
	 	 	91	 
	9.2 Remedies Upon Event of Default
	 	 	94	 
	 
	 	 	 	 
	ARTICLE 10 ADMINISTRATIVE AGENT
	 	 	95	 
	10.1 Appointment and Authorization of Administrative Agent
	 	 	95	 
	10.2 Delegation of Duties
	 	 	96	 
	10.3 Liability of Administrative Agent
	 	 	96	 
	10.4 Reliance by Administrative Agent
	 	 	96	 
	10.5 Notice of Default
	 	 	97	 
	10.6 Credit Decision; Disclosure of Information by Administrative Agent
	 	 	97	 
	10.7 Indemnification of Administrative Agent
	 	 	98	 
	10.8 Administrative Agent in its Individual Capacity
	 	 	98	 
	10.9 Successor Administrative Agent
	 	 	99	 
	10.10 Administrative Agent May File Proofs of Claim
	 	 	99	 
	10.11 Collateral and Guaranty Matters
	 	 	100	 
	10.12 Proportionate Interest in any Collateral
	 	 	101	 
	10.13 Foreclosure on Collateral
	 	 	101	 
	10.14 Subordination, Non Disturbance and Attornment Agreements
	 	 	101	 
	10.15 No Obligations of Borrower
	 	 	101	 
	10.16 Secured Bank Products Agreements and Secured Hedging Agreements
	 	 	102	 
	 
	 	 	 	 
	ARTICLE 11 MISCELLANEOUS
	 	 	102	 
	11.1 Cumulative Remedies; No Waiver
	 	 	102	 
	11.2 Amendments; Consents
	 	 	102	 
	11.3 Attorney Costs, Expenses and Taxes
	 	 	105	 
	11.4 Nature of Lenders’ Obligations
	 	 	105	 
	11.5 Survival of Representations and Warranties
	 	 	106	 
	11.6 Notices
	 	 	106	 
	11.7 Execution of Loan Documents
	 	 	108	 
	11.8 Successors and Assigns
	 	 	108	 






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	 	 	Page	 
	11.9 Right of Setoff
	 	 	112	 
	11.10 Sharing of Payments by Lenders
	 	 	112	 
	11.11 Indemnification by Borrower
	 	 	113	 
	11.12 Nonliability of the Lenders
	 	 	114	 
	11.13 No Third Parties Benefited
	 	 	115	 
	11.14 Confidentiality
	 	 	115	 
	11.15 Further Assurances
	 	 	116	 
	11.16 Integration
	 	 	116	 
	11.17 Governing Law
	 	 	116	 
	11.18 Severability of Provisions
	 	 	116	 
	11.19 Headings
	 	 	116	 
	11.20 Time of the Essence
	 	 	116	 
	11.21 Foreign Lenders and Participants
	 	 	117	 
	11.22 Hazardous Material Indemnity
	 	 	119	 
	11.23 Gaming Compliance
	 	 	119	 
	11.24 Payments Set Aside
	 	 	120	 
	11.25 Replacement of Lenders
	 	 	120	 
	11.26 WAIVER OF RIGHT TO TRIAL BY JURY
	 	 	121	 
	11.27 [Reserved]
	 	 	121	 
	11.28 PURPORTED ORAL AMENDMENTS
	 	 	121	 
	11.29 USA PATRIOT ACT
	 	 	122	 










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	Exhibits	 	 
	A –

	 	Assignment and Assumption
	B –

	 	Compliance Certificate
	C –

	 	Note
	D –

	 	[Reserved]
	E –

	 	Acceptance and Prepayment Notice
	F –

	 	Discount Range Prepayment Notice
	G –

	 	Discount Range Prepayment Offer
	H –

	 	Solicited Discount Prepayment Notice
	I –

	 	Solicited Discount Prepayment Offer
	J –

	 	Specified Discount Prepayment Notice
	K –

	 	Specified Discount Prepayment Response
	L –

	 	Perfection Certificate
	 
	 	 
	Schedules
	 	 
	1.1

	 	Existing Investments
	1.2

	 	Existing Liens
	2.1

	 	Lenders and Commitments
	4.3

	 	Governmental Approvals
	4.8

	 	Trademarks and Trade Names
	4.9

	 	Material Litigation
	4.17

	 	Hazardous Materials Matters
	4.20

	 	Deposit and Securities Accounts
	4.21

	 	Permits
	6.7

	 	Transactions with Affiliates






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CREDIT AGREEMENT


Dated as of November 1, 2011





     This CREDIT AGREEMENT is entered into by and among Aliante Gaming, LLC, a Nevada
limited liability company (together with its successors and permitted assigns, the
“Borrower”), ALST Casino Holdco, LLC, a Delaware limited liability company
(“Holdings”), each lender listed on the signature pages hereto or which from time
to time becomes a party hereto (collectively, the “Lenders”, and individually, a
“Lender”) and Wilmington Trust, National Association, as Administrative Agent.
Borrower, Administrative Agent and the Lenders 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:



          “Acceptable Discount” has the meaning set forth in Section 3.5(d)(ii).



          “Acceptable Prepayment Amount” has the meaning set forth in Section 3.5 (d)(iii).



          “Acceptance and Prepayment Notice” means a notice of the Borrower’s acceptance of the
Acceptable Discount in substantially the form of Exhibit E.




     “Acceptance Date” has the meaning set forth in Section 3.2(d)(ii).




     “Additional Lender” means, at any time, any bank, other financial institution
or institutional investor that, in any case, is not an existing Lender and that agrees to
provide any portion of any Credit Agreement Refinancing Indebtedness pursuant to a
Refinancing Amendment in accordance with Section 3.3; provided that each Additional
Lender (other than any Person that is a Lender, an Affiliate of a Lender or an Approved
Fund of a Lender at such time) shall be subject to the approval of the Administrative Agent
(such approval not to be unreasonably withheld or delayed), in each case to the extent any
such consent would be required from the Administrative Agent under Section 11.8(b)(iii)(B)
for an assignment of Loans to such Additional Lender.




     “Administrative Agent” means Wilmington Trust, 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 office at 50
South Sixth Street, Suite 1290, Minneapolis, Minnesota 55402, or such other address as the
Administrative Agent hereafter may designate by written notice to Borrower and the Lenders.



 









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     “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.




     “Affiliate” means, as to any Person (a) any other Person directly or
indirectly controlling or controlled by or under direct or indirect common control with
such specified Person or (b) any executive officer or director of such specified Person.
For purposes of this definition, “control,” as used with respect to any Person,
shall mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the ownership of
voting securities, by agreement or otherwise. For purposes of this definition, the terms
“controlling,” “controlled by” and “under common control with”
shall have correlative meanings. Notwithstanding anything to the contrary herein, in no
event shall (i) the Administrative Agent or any Lender or (ii) any Affiliate or Approved
Fund of any of the foregoing be considered an “Affiliate” of Holdings, the Borrower or any
Restricted Subsidiary due to any Person described in clause (i) being in the capacity
described in such clause.




     “Agent-Related Persons” means the Administrative Agent, together with its
Affiliates (including Wilmington Trust in its capacity as the Administrative Agent), and
the officers, directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.




     “Agreement” means this Credit Agreement, either as originally executed or as
it may from time to time be supplemented, modified, amended, restated or extended.




     “Aliante Casino and Hotel” means the real property in Las Vegas, Nevada being
operated on the Closing Date as Aliante Station Casino and Hotel, together with the related
improvements thereon.




     “All-In Yield” means, as to any Indebtedness, the yield thereof, whether in
the form of interest rate, margin, OID, upfront fees or otherwise; provided that
OID and upfront fees shall be equated to interest rate assuming a four-year life to
maturity (or, if less, the stated life to maturity at the time of its incurrence of the
applicable Indebtedness); and provided, further, that “All-In Yield” shall
not include arrangement fees, structuring fees or underwriting or similar fees paid to
arrangers for such Indebtedness.




     “Amortization Expense” means, for any period, amounts recognized during such
period as amortization of goodwill and other assets classified as intangible assets in
accordance with GAAP.




     “Applicable Discount” has the meaning set forth in Section 3.5(c)(ii).




     “Applicable Interest Rate” means (a) the PIK Interest Rate or (b) for any
Interest Period in respect of which a Cash Interest Election has been made and for any
Interest Period (or portion of any Interest Period) after the third anniversary of the
Closing Date, the Cash Interest Rate, as applicable.



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     “Applicable Tax Rate” means, with respect to each tax year, the highest
effective combined federal, state and local tax rates applicable to any individual residing
in New York City for that tax year.




     “Appropriate Lender” means, at any time, with respect to Loans of any Class,
the Lenders of such Class.




     “Approved Fund” means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender.







     “Asset Sale” means the Disposition of any Property or other asset(s) of
Holdings, the Borrower or any Restricted Subsidiary, other than:




     (1) a transfer or other Disposition of assets or Equity Interests between or
among Borrower and its Restricted Subsidiaries;




     (2) the sale, lease or other Disposition of equipment, inventory, accounts
receivable or other assets in the ordinary course of business;




     (3) the sale or other Disposition of cash and Cash Equivalents in the ordinary
course of business;




     (4) any sale or other Disposition of any FF&E that has become surplus,
damaged, worn out or obsolete; and




     (5) the lease of any portion of the Aliante Casino and Hotel for restaurant,
performance, retail sale, retail services, restaurant, night club or other similar
uses (but not of hotel room or gaming space).




     “Assignee Group” means two or more Eligible Assignees that are Affiliates of
one another or two or more Approved Funds managed by the same investment advisor.




     “Assignment and Assumption” means an Assignment and Assumption substantially
in the form of Exhibit A.




     “Attorney Costs” means and includes all fees, expenses and disbursements of
any law firm or other external counsel.




     “Auction Agent” means (a) the Administrative Agent or (b) any other financial
institution or advisor employed by the Borrower (whether or not an Affiliate of the
Administrative Agent) to act as an arranger in connection with any Discounted Loan
Prepayment pursuant to Section 3.5; provided that the Borrower shall not designate
the Administrative Agent as the Auction Agent without the written consent of the
Administrative Agent (it being understood that the Administrative Agent shall be under no
obligation to agree to act as the Auction Agent); provided, further, that
neither the Borrower nor any of its Affiliates may act as the Auction Agent.



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     “Available Amount” means, at any time (the “Reference Date”), the sum
of:




     (a) an amount (which shall not be less than zero) equal to (i) 50% of Consolidated Net
Income commencing on the Closing Date and ending on the last day of the most recent Test
Period (taken as one accounting period); plus




     (b) the amount of any capital contributions or Net Proceeds from any sale of Qualified
Equity Interests (or issuances of debt securities that have been converted into or
exchanged for Qualified Equity Interests) received or made by Holdings (or any direct or
indirect parent thereof and contributed by such parent to Holdings) during the period from
and including the Business Day immediately following the Closing Date through and including
the Reference Date; plus




     (c) to the extent not (A) included in clause (a) above or (B) already reflected as a
return of capital with respect to such Investment for purposes of determining the amount of
such Investment, the aggregate amount of all cash dividends and other cash distributions
received by Holdings, the Borrower or any Restricted Subsidiary from any Minority
Investments or Unrestricted Subsidiaries during the period from and including the Business
Day immediately following the Closing Date through and including the Reference Date;
plus




     (d) to the extent not (A) included in clause (a) above or (B) already reflected as a
return of capital with respect to such Investment for purposes of determining the amount of
such Investment, the aggregate amount of all cash repayments of principal received by
Holdings, the Borrower or any Restricted Subsidiary from any Minority Investments or
Unrestricted Subsidiaries during the period from and including the Business Day immediately
following the Closing Date through and including the Reference Date in respect of loans or
advances made by Holdings, the Borrower or any Restricted Subsidiary to such Minority
Investments or Unrestricted Subsidiaries; plus




     (e) to the extent not (A) included in clause (a) above, (B) already reflected as a
return of capital with respect to such Investment for purposes of determining the amount of
such Investment or (C) required to be applied to prepay Loans in accordance with
Section 3.2(c), the aggregate amount of all Net Proceeds received by Holdings, the Borrower
or any Restricted Subsidiary in connection with the sale, transfer or other Disposition of
its ownership interest in any Minority Investment or Unrestricted Subsidiary during the
period from and including the Business Day immediately following the Closing Date through
and including the Reference Date; minus




     (f) the aggregate amount of (A) any Investments made pursuant to clause (1)(iii)(y) of
the definition of Permitted Investment and Section 6.16(c)(y) and (B) any Restricted
Payment made pursuant to clause (9)(ii) of the definition of Permitted Restricted Payment
during the period commencing on the Closing Date and ending on the Reference Date (and, for
purposes of this clause (f), without taking account of the intended usage of the Available
Amount on such Reference Date in the contemplated transaction).



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     “Bank Products Agreement” means any agreement pursuant to which a bank or
other financial institution agrees to provide credit cards, stored value cards or treasury
and cash management services (including, without limitation, controlled disbursement,
automated clearing-house transactions, return items overdrafts and interstate depository
network services).




     “Bank Products Bank” means any Person that, at the time it enters into a Bank
Products Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to
such Bank Products Agreement.




     “Bankruptcy Case” means the voluntary chapter 11 case of the Borrower filed on
April 12, 2011 and being jointly administered with the chapter 11 cases of certain of its
affiliates under the caption In re Stations Casino, Inc., et al., Case No. 09-52477.




     “Bankruptcy Code” means the provisions of Title 11 of the United States Code,
§§ 101 et seq., as now and hereafter in effect, or any successor statute.




     “Base Management Fee” has the meaning set forth in the Management Agreement.




     “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the Beneficial Ownership of
any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act),
such “person” shall be deemed to have Beneficial Ownership of all securities that such
“person” has the right to acquire by conversion or exercise of other securities, whether
such right is currently exercisable or is exercisable only upon the occurrence of a
subsequent condition. The terms “Beneficially Owns,” “Beneficial Ownership” and
“Beneficially Owned” shall have a corresponding meaning.




     “Board of Directors” means:




     (a) with respect to a corporation, the board of directors of the corporation;




     (b) with respect to a partnership, the board of directors of the general partner of
the partnership; and




     (c) with respect to any other Person, the board or committee of such Person serving a
similar function.




     “Borrower” has the meaning set forth in the preamble to this Agreement.




     “Borrower Offer of Specified Discount Prepayment” means the offer by the
Borrower to make a voluntary prepayment of Loans at a specified discount to par pursuant to
Section 3.5(b).




     “Borrower Solicitation of Discount Range Prepayment Offers” means the
solicitation by the Borrower of offers for, and the corresponding acceptance by a Lender
of, a voluntary prepayment of Loans at a specified range of discounts to par pursuant to
Section 3.5(c).



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     “Borrower Solicitation of Discounted Prepayment Offers” means the solicitation
by the Borrower of offers for, and the subsequent acceptance, if any, by a Lender of, a
voluntary prepayment of Loans at a discount to par pursuant to Section 3.5(d).




     “Business Day” means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact closed in,
the state where the Administrative Agent’s Office is located.




     “Capital Expenditures” means, with respect to any Person for any period, any
expenditure in respect of the purchase or other acquisition of any fixed or capital asset
(excluding normal replacements and maintenance which are properly charged to current
operations).




     “Capital Lease Obligation” means, at the time any determination thereof is to
be made, the amount of the liability in respect of a Capitalized Lease that would at such
time be required to be capitalized and reflected as a liability on a balance sheet
(excluding the footnotes thereto) prepared in accordance with GAAP; provided that
the term “Capital Lease Obligation” shall not include any obligations that are excluded
from the definition of “Indebtedness” pursuant to the proviso thereto.




     “Capitalized Leases” means all leases that have been or are required to be, in
accordance with GAAP, recorded as capitalized leases; provided that for all
purposes hereunder the amount of obligations under any Capitalized Lease shall be the
amount thereof accounted for as a liability in accordance with GAAP.




     “Capital Stock” means, with respect to any Person, any and all shares,
interests, rights to purchase, warrants, options, participations or other equivalents
(including member’s interests, partnerships or partnership interests) or ownership
interests (however designated) of such Person, including each class of Common Stock and
Preferred Stock of such Person, but excluding convertible Indebtedness.




     “Cash Equivalents” means:




     (a) Dollars;




     (b) securities issued or directly and fully Guaranteed or insured by the United States
government or any agency or instrumentality thereof (provided that the full faith
and credit of the United States is pledged in support thereof), maturing, unless such
securities are deposited to defease any Indebtedness, not more than one year from the date
of acquisition;




     (c) certificates of deposit and eurodollar time deposits with maturities of one year
or less from the date of acquisition, bankers’ acceptances with maturities not exceeding
six months and overnight bank deposits, in each case, with any domestic commercial bank
having capital and surplus in excess of $500,000,000 and a rating at the time of
acquisition thereof of P-l or better from Moody’s Investors Service, Inc. or A-l or better
from Standard & Poor’s Rating Services;



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     (d) repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (b) and (c) above entered into with any
financial institution meeting the qualifications specified in clause (c) above;




     (e) commercial paper having the highest rating obtainable from Moody’s Investors
Service, Inc. or Standard & Poor’s Rating Services and in each case maturing within six
months after the date of acquisition;




     (f) securities issued and fully Guaranteed by any state, commonwealth or territory of
the United States of America, or by any political subdivision or taxing authority thereof,
rated at least “A” by Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services
and having maturities of not more than six months from the date of acquisition; and




     (g) money market funds at least 95% of the assets of which are assets of the types
described in clauses (a) through (f) of this definition.




     “Cash Interest Election” has the meaning specified in Section 3.1(c).




     “Cash Interest Rate” means 6% per annum.




     “Change in Control” means the earliest to occur of:




     (a) any Person (other than a Permitted Holder) or Persons (other than one or more
Permitted Holders) constituting a “group” (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act, but excluding any employee benefit plan of such person and its
Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other
fiduciary or administrator of any such plan), becomes the “beneficial owner” (as defined in
Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of Equity Interests
representing more than thirty-five percent (35%) of the aggregate ordinary voting power
represented by the issued and outstanding Equity Interests of Holdings and the percentage
of aggregate ordinary voting power so held is greater than the percentage of the aggregate
ordinary voting power represented by the Equity Interests of Holdings beneficially owned,
directly or indirectly, in the aggregate by the Permitted Holders; or




     (b) Holdings ceases to directly own all of the outstanding Capital Stock and other
ownership interests (other than directors’ qualifying shares) of the Borrower.




     “Class” when used in reference to (a) any Loan, refers to whether such Loan is
an Initial Loan, Other Loan or Extended Loan, (b) any Commitment, refers to whether such
Commitment is a Commitment in respect of Initial Loans, Other Term Commitment (and, in the
case of an Other Term Commitment, the Class of Loans to which such commitment relates), or
a Commitment in respect of a Class of Loans to be made pursuant to an Extension Offer and
(c) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a
particular Class of Loans or Commitments. Other Term Commitments, Other Loans and Extended
Loans that have different terms and conditions shall be construed to be in different
Classes.



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     “Closing Date” means the time and Business Day on which the conditions set
forth in Section 8.1 are satisfied or waived as provided therein. 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 or any of the collateral covered by the Collateral
Documents.




     “Collateral Documents” means, collectively, the Security Agreement, the
Trademark Collateral Assignment, the Deed of Trust, the Holdings Pledge Agreement, the
Control Agreements and any other security agreement, pledge agreement, deed of trust,
mortgage or other collateral security agreement hereafter executed and delivered by
Holdings, Borrower or any of its Subsidiaries to secure the Obligations.




     “Commitment” means the commitment of each Lender with respect to the Loans
deemed made on the Closing Date as provided in Section 2.1 hereof in the amount set forth
opposite such Lender’s name on Schedule 2.1 hereto and “Commitments” means such
commitments of all Lenders in the aggregate. The aggregate amount of the Commitments as of
the Closing Date is $45,000,000.




     “Common Stock” means, with respect to any Person, any Capital Stock (other
than Preferred Stock) of such Person, whether outstanding on the Closing Date or issued
thereafter.




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




     “Consolidated Interest Expense” means, for any period, the total interest
expense of Holdings and its consolidated Restricted Subsidiaries, including (i) interest
expense attributable to Capital Lease Obligations, (ii) amortization of debt discount,
(iii) capitalized interest, (iv) cash and non-cash interest payments, (v) commissions,
discounts and other fees and charges owed with respect to letters of credit and bankers’
acceptance financing, and (vi) net costs under Hedging Agreements.




     “Consolidated Net Income” means, for any period, the Net Income of Holdings
and its consolidated Restricted Subsidiaries determined on a consolidated basis in
accordance with GAAP less the Tax Amount for such period; provided,
however, that there shall not be included in any post-Closing Date Consolidated Net
Income:




     (i) any Net Income of any Person if such Person is not a Restricted
Subsidiary, except that (A) Borrower’s equity in the Net Income of any such Person
(including, without limitation, an Unrestricted Subsidiary) for such period shall
be included in such Consolidated Net Income up to the aggregate amount of cash
actually distributed by such Person during such period to Borrower or a Restricted
Subsidiary as a dividend or other distribution (subject, in the case of a dividend
or other distribution to a Restricted Subsidiary, to the limitations contained in
clause (ii) below); and (B) Borrower’s equity in the net loss of any such Person
for such period shall be included in determining such Consolidated Net Income
(subject, with respect to the net loss of an Unrestricted Subsidiary, to clause
(v) below);



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     (ii) the Net Income for such period of any Restricted Subsidiary (other than
any Subsidiary Guarantor) to the extent the declaration or payment of dividends or
similar distributions by that Restricted Subsidiary of its Net Income is not at the
date of determination permitted without any prior governmental approval (which has
not been obtained) or, directly or indirectly, by the operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule, or
governmental regulation applicable to that Restricted Subsidiary or its
stockholders, unless such restriction with respect to the payment of dividends or
similar distributions has been legally waived; provided that Consolidated
Net Income will be increased by the amount of dividends or other distributions or
other payments actually paid in cash (or to the extent converted into cash) to the
Borrower or a Restricted Subsidiary thereof in respect of such period, to the
extent not already included therein;




     (iii) any gain or loss, together with any related provision for taxes on such
gain or loss, realized upon the sale or other Disposition of any property, plant or
equipment of Holdings or its consolidated Restricted Subsidiaries which is not sold
or otherwise disposed of in the ordinary course of business and any gain or loss,
together with any related provision for taxes on such gain or loss, realized upon
the sale or other Disposition of any Capital Stock of any Person;




     (iv) the cumulative effect of a change in accounting principles;




     (v) the net loss or gain of any Unrestricted Subsidiary;




     (vi) extraordinary or nonrecurring gains or losses, together with any related
provision for taxes on such extraordinary or nonrecurring gains or losses;




     (vii) (A) any net after tax fees and expenses (including, without limitation,
fees and expenses of legal counsel and financial advisors) incurred or paid by
Holdings or any of its Subsidiaries in connection with the Plan of Reorganization
and each agreement executed in connection therewith, including, without limitation,
this Agreement and the other Loan Document, and (B) effects of adjustments
(including the effects of such adjustments pushed down to the Borrower and its
Restricted Subsidiaries) in Holdings’ consolidated financial statements pursuant to
GAAP (including in the inventory, property and equipment, software, goodwill,
intangible assets, in-process research and development, deferred revenue and debt
line items thereof) resulting from the application of fresh start accounting,
recapitalization accounting or purchase accounting, as the case may be, in relation
to the transactions contemplated by the Plan of Reorganization or any consummated
acquisition or the amortization or write-off of any amounts thereof, net of taxes,



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     (viii) any net after-tax income (loss) from disposed or discontinued
operations and any net after-tax gains or losses on disposal of disposed or
discontinued operations;




     (ix) [reserved];




     (x) (i) any net unrealized gain or loss (after any offset) resulting in such
period from obligations in respect of Hedging Agreements and the application of
Financial Accounting Standards Board Accounting Standards Codification 815
(Derivatives and Hedging), (ii) any net gain or loss resulting in such period from
currency translation gains or losses related to currency remeasurements of
Indebtedness (including the net loss or gain (A) resulting from Hedging Agreements
for currency exchange risk and (B) resulting from intercompany Indebtedness) and
all other foreign currency translation gains or losses to the extent such gains or
losses are non-cash items, and (iii) any net after tax income (loss) for such
period attributable to the early extinguishment or conversion of (A) Indebtedness,
(B) obligations under any Hedging Agreements or (C) other derivative instruments;




     (xi) any impairment charge or asset write off, including impairment charges or
asset write offs or write downs related to intangible assets, long lived assets,
investments in debt and equity securities or as a result of a change in law or
regulation, in each case pursuant to GAAP, and the amortization of intangibles
arising pursuant to GAAP;




     (xii) any expenses, charges or losses that are covered by indemnification or
other reimbursement provisions in connection with any Investment or any sale,
conveyance, transfer or other disposition of assets permitted under this Agreement,
to the extent actually reimbursed, or, so long as the Borrower has made a
determination that a reasonable basis exists for indemnification or reimbursement
and only to the extent that such amount is in fact indemnified or reimbursed within
365 days of such determination (with a deduction in the applicable future period
for any amount so added back to the extent not so indemnified or reimbursed within
such 365 days);




     (xiii) to the extent covered by insurance and actually reimbursed, or, so long
as the Borrower has made a determination that there exists reasonable evidence that
such amount will in fact be reimbursed within 365 days of the date of such
determination (with a deduction in the applicable future period for any amount so
added back to the extent not so reimbursed within such 365 days), expenses, charges
or losses with respect to liability or recovery events or business interruption;
and



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     (xiv) any non-cash (for such period and all other periods) compensation charge
or expense, including any such charge or expense arising from the grants of stock
appreciation or similar rights, stock options, restricted stock or other rights or
equity incentive programs shall be excluded.




     “Consolidated Total Assets” means, as of any date of determination, the amount
that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or
any like caption) on the most recent consolidated balance sheet of Holdings and its
Restricted Subsidiaries at such date.




     “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.




     “Control Agreements” has the meaning specified in Section 5.13.




     “Credit Agreement Refinancing Indebtedness” means any (a) Permitted Pari Passu
Secured Refinancing Debt, (b) Permitted Junior Secured Refinancing Debt, (c) Permitted
Unsecured Refinancing Debt or (d) Indebtedness incurred pursuant to a Refinancing
Amendment, in each case, issued, incurred or otherwise obtained (including by means of the
extension or renewal of existing Indebtedness) in exchange for, or to extend, renew,
replace or refinance, in whole or part, existing Loans (including any successive Credit
Agreement Refinancing Indebtedness) (“Refinanced Term Debt”); provided that
(i) such exchanging, extending, renewing, replacing or refinancing Indebtedness is in an
original aggregate principal amount not greater than the aggregate principal amount of the
Refinanced Term Debt except by an amount equal to unpaid accrued interest and premium
(including tender premium) thereon plus reasonable upfront fees and OID on such exchanging,
extending, renewing, replacing or refinancing Indebtedness, plus other reasonable and
customary fees and expenses in connection with such exchange, modification, refinancing,
refunding, renewal, replacement or extension, (ii) such Indebtedness has a later maturity
than, and a Weighted Average Life to Maturity equal to or greater than, the Refinanced Term
Debt, (iii) the terms and conditions of such Indebtedness (except as otherwise provided in
clause (ii) above and with respect to pricing, premiums and optional prepayment or
redemption terms) are substantially identical to, or (taken as a whole) are no more
favorable to the lenders or holders providing such Indebtedness, than those applicable to
the Loans being refinanced (except for covenants or other provisions applicable only to
periods after the Latest Maturity Date at the time of incurrence of such Indebtedness)
(provided that a certificate of a Senior Officer delivered to the Administrative
Agent at least five (5) Business Days prior to the incurrence of such Indebtedness,
together with a reasonably detailed description of the material terms and conditions of
such Indebtedness or drafts of the documentation relating thereto, stating that the
Borrower has determined in good faith that such terms and conditions satisfy the
requirement of this clause (iii) shall be conclusive evidence that such terms and
conditions satisfy such requirement unless the Administrative Agent notifies the Borrower
within such five (5) Business Day period that it disagrees with such determination
(including a description of the basis upon which it disagrees)) and (iv) such Refinanced
Term Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest,
fees and premiums (if any) in connection therewith shall be paid, on the date such Credit
Agreement Refinancing Indebtedness is issued, incurred or obtained.



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     “Debtor Relief Laws” means the Bankruptcy Code and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of
the United States or other applicable jurisdictions from time to time in effect affecting
the rights of creditors generally.




     “Deed of Trust” means the Deed of Trust, Assignment of Rents, Security
Agreement and Fixture Filing executed and delivered by Borrower on the Closing Date in
respect of the Aliante Casino and Hotel, either as originally executed or as it may from
time to time be supplemented, modified, amended, extended or supplanted.




     “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” has the meaning set forth in Section 3.10.




     “Defaulting Lender” means any Lender that has, or has a direct or indirect
parent company that has, (a) become the subject of a proceeding under any Debtor Relief Law
or (b) had appointed for it a receiver, custodian, conservator, trustee, administrator,
assignee for the benefit of creditors or similar Person charged with reorganization or
liquidation of its business or assets, including the Federal Deposit Insurance Corporation
or any other state or federal regulatory authority acting in such a capacity;
provided that a Lender shall not be a Defaulting Lender solely by virtue of the
ownership or acquisition of any equity interest in that Lender or any direct or indirect
parent company thereof by a Governmental Agency so long as such ownership interest does not
result in or provide such Lender with immunity from the jurisdiction of courts within the
United States of America or from the enforcement of judgments or writs of attachment on its
assets or permit such Lender (or such Governmental Agency) to reject, repudiate, disavow or
disaffirm any contracts or agreements made with such Lender. Any determination by the
Administrative Agent that a Lender is a Defaulting Lender hereunder shall be conclusive and
binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender
upon delivery of written notice of such determination to the Borrower and each Lender.




     “Designated Non-Cash Consideration” means the Fair Market Value of non-cash
consideration received by the Borrower or a Restricted Subsidiary in connection with a
Disposition pursuant to Section 6.1(g) that is designated as Designated Non-Cash
Consideration pursuant to a certificate of a Senior Officer, setting forth the basis of
such valuation (which amount will be reduced by the Fair Market Value of the portion of
such non-cash consideration converted to cash within one hundred eighty (180) days
following the consummation of the applicable Disposition).




     “Discount Prepayment Accepting Lender” has the meaning assigned to such term
in Section 3.5(b)(ii).



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     “Discount Range” has the meaning assigned to such term in Section 3.5(c)(1).




     “Discount Range Prepayment Amount” has the meaning assigned to such term in
Section 3.5(c)(i).




     “Discount Range Prepayment Notice” means a written notice of a Borrower
Solicitation of Discount Range Prepayment Offers made pursuant to Section 3.5(c)(i)
substantially in the form of Exhibit F.




     “Discount Range Prepayment Offer” means the irrevocable written offer by a
Lender, substantially in the form of Exhibit G, submitted in response to an invitation to
submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.




     “Discount Range Prepayment Response Date” has the meaning assigned to such
term in Section 3.5(c)(i).




     “Discount Range Proration” has the meaning set forth in Section 3.20(b)(C)(3).




     “Discounted Loan Prepayment” has the meaning set forth in Section 3.2(b)(A).




     “Discounted Prepayment Determination Date” has the meaning set forth in
Section 3.20(b)(D)(3).




     “Discounted Prepayment Effective Date” means in the case of a Borrower Offer
of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offer
or Borrower Solicitation of Discounted Prepayment Offer, five (5) Business Days following
the Specified Discount Prepayment Response Date, the Discount Range Prepayment Response
Date or the Solicited Discounted Prepayment Response Date, as applicable, in accordance
with Section 3.2(b)(B), Section 3.2(b)(C) or Section 3.2(b)(D), respectively, unless a
shorter period is agreed to between the Borrower and the Auction Agent.




     “Disposition” or “Dispose” means the sale, transfer, license, lease or
other disposition (including any sale and leaseback transaction) of any property by any
Person, including any sale, assignment, transfer or other disposal, with or without
recourse, of any notes or accounts receivable or any rights and claims associated
therewith.




     “Disqualified Equity Interests” means any Equity Interest that, by its terms
(or by the terms of any security or other Equity Interests into which it is convertible or
for which it is exchangeable), or upon the happening of any event or condition (a) matures
or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant
to a sinking fund obligation or otherwise (except as a result of a change of control or
asset sale so long as any rights of the holders thereof upon the occurrence of a change of
control or asset sale event shall be subject to the prior repayment in full of the Loans
and all other Obligations that are accrued and payable), (b) is redeemable at the option of
the holder thereof (other than solely for Qualified Equity Interests), in whole or in part,
(c) provides for the scheduled payments of dividends in cash, or (d) is or becomes



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convertible into or exchangeable for Indebtedness or any other Equity Interests that would
constitute Disqualified Equity Interests, in each case, prior to the date that is
ninety-one (91) days after the Latest Maturity Date of the Loans at the time of issuance;
provided that if such Equity Interests are issued pursuant to a plan for the
benefit of employees of Holdings, the Borrower or the Restricted Subsidiaries or by any
such plan to such employees, such Equity Interests shall not constitute Disqualified Equity
Interests solely because it may be required to be repurchased by Holdings, the Borrower or
the Restricted Subsidiaries in order to satisfy applicable statutory or regulatory
obligations.




     “Dollars” or “$” means United States dollars.




     “Domestic Subsidiary” means any Subsidiary that is organized under the laws of
the United States, any state thereof or the District of Columbia.




     “EBITDAM” means, for any fiscal period, Consolidated Net Income for that
period, plus Consolidated Interest Expense, the Tax Amount, Management Fees,
depreciation expense, Amortization Expense and any non-cash expenses (in each case to the
extent deducted in computing such Consolidated Net Income), and




     (a) increased by (without duplication):




     (1) any expenses or charges related to any issuance of Equity Interests,
Investment, acquisition, Disposition, recapitalization or the incurrence or
repayment of Indebtedness permitted to be incurred hereunder including a
refinancing thereof (whether or not successful) and any amendment or modification
to the terms of any such transactions, in each case, deducted in computing
Consolidated Net Income, plus




     (2) the amount of any restructuring charge or reserve deducted in such period
in computing Consolidated Net Income, including, without limitation, with respect
to the Plan of Reorganization and Investments and acquisitions permitted hereunder
and including any one-time costs incurred in connection with the Plan of
Reorganization; plus




     (3) any other non-cash charges including any write offs or write downs
reducing such Consolidated Net Income for such period (provided that if any such
non-cash charges represent an accrual or reserve for potential cash items in any
future period, (a) Holdings may determine not to add back such non-cash charge in
the current period and (b) to the extent Holdings does decide to add back such
non-cash charge, the cash payment in respect thereof in such future period shall be
subtracted from EBITDAM to such extent, and excluding amortization of a prepaid
cash item that was paid in a prior period), plus




     (4) the amount of any minority interest expense deducted in calculating
Consolidated Net Income, plus




     (5) cash receipts (or any netting arrangements resulting in reduced cash
expenditures) not representing EBITDAM or Consolidated Net Income in



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any period to
the extent non-cash gains relating to such income were deducted in the calculation
of EBITDAM pursuant to paragraph (b) below for any previous period and not added
back, plus



     (6) any costs or expenses incurred by Holdings or a Restricted Subsidiary of
Holdings pursuant to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement or any stock subscription or
stockholders agreement, to the extent that such costs or expenses are funded with
cash proceeds contributed to the capital of Holdings or net proceeds of issuance of
Equity Interests of Holdings (other than Disqualified Equity Interests), in each
case, solely to the extent that such cash proceeds are excluded from the
calculation of the Available Amount; plus




     (7) the amount of costs relating to signing, retention and completion bonuses,
costs incurred in connection with any strategic initiatives, transition costs and
costs incurred in connection with non-recurring product and intellectual property
development after the Closing Date, other business optimization expenses (including
costs and expenses relating to business optimization programs), and new systems
design and implementation costs and project start-up costs; plus




     (8) the amount of management, monitoring, consulting and advisory fees
(including termination fees) and related indemnities and expenses paid or accrued
in such period under the Management Agreement to the extent permitted under Section
6.11 and deducted in such period in computing Consolidated Net Income; plus




     (9) the amount of net cost savings and synergies (other than any of the
foregoing related to Specified Transactions) projected by the Borrower in good
faith to result from actions taken or expected to be taken no later than twelve
(12) months after the end of such period (calculated on a pro forma basis as though
such cost savings and synergies had been realized on the first day of the period
for which EBITDAM is being determined), net of the amount of actual benefits
realized during such period from such actions; provided that such cost
savings and synergies are reasonably identifiable and factually supportable;




     (b) decreased by (without duplication):




     (i) any non-cash gains increasing Consolidated Net Income for such period,
excluding any gains that represent the reversal of any accrual of, or cash reserve
for, anticipated cash charges in any prior period (other than such cash charges
that have been added back to Consolidated Net Income in calculating EBITDAM in
accordance with this definition), plus




     (ii) any non-cash gains with respect to cash actually received in a prior
period unless such cash did not increase EBITDAM in such prior period.



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Notwithstanding the foregoing, for purposes of determining the Fixed Charge Coverage Ratio
or Leverage Ratio for any Test Period, the parties agree that EBITDAM for the fiscal
quarter ended December 31, 2010 shall be deemed to equal $2.620 million, for the fiscal
quarter ended March 31, 2011 shall be deemed to equal $2.420 million, and for the fiscal
quarter ending June 30, 2011 shall be deemed to equal $2.686 million.




     “Effective Date” means the “Effective Date” of and as defined in the Plan of
Reorganization.




     “Eligible Assignee” means any Person that meets the requirements to be an
assignee under Section 11.8(b)(iii), (v) and (vi) (subject to such consents, if any, as may
be required under Section 11.8(b)(iii)); provided that, 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 Authorities.




     “Employee Benefit Plan” means any employee benefit plan within the meaning of
Section 3(3) of ERISA which is maintained for current or former employees of the Borrower.




     “Equity Interests” means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is convertible into,
or exchangeable for, Capital Stock).




     “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.




     “ERISA Affiliate” means each Person (whether or not incorporated) which is
treated as a single employer with Borrower pursuant to Section 414 of the Code.




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




     “Exchange Act” means the Securities Exchange Act of 1934, as amended.




     “Exposure” means, with respect to any Lender, as of any date of determination,
the outstanding principal amount of the Loans of such Lender; provided that at any time
prior to the making of the Loans, the Exposure of any Lender shall be equal to such
Lender’s Commitment.



          “Extended Loans” has the meaning set forth in Section 3.4.



          “Extending Lender” has the meaning set forth in Section 3.4.



          “Extension” has the meaning set forth in Section 3.4.



          “Extension Amendment” shall have the meaning provided in Section 3.4.




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     “Extension Offer” has the meaning set forth in Section 3.4.




     “Fair Market Value” means the price that would be paid in an arm’s-length
transaction between an informed and willing seller under no compulsion to sell and an
informed and willing buyer under no compulsion to buy.




     “FATCA” means Sections 1471 through 1474 of the Code, and any regulations
promulgated thereunder or official interpretations thereof.




     “Federal Funds Rate” means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as published by the
Federal Reserve Bank on the Business Day next succeeding such day; provided that
(a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such
rate on such transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (b) if no such rate is so published on such next succeeding
Business Day, the Federal Funds Rate for such day shall be the average rate (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Wilmington Trust on
such day on such transactions as determined by the Administrative Agent.




     “Fee Letter” means the letter agreement dated as of the Closing Date by and
between Borrower and the Administrative Agent relating to certain fees either as originally
executed or as it may from time to time be supplemented, modified, amended, restated or
extended or replaced.




     “FF&E” means furniture, fixtures or equipment used in the ordinary course of
the business of Borrower or its Restricted Subsidiaries.




     “FF&E Financing” means Indebtedness used to finance the acquisition or lease
by Borrower or its Restricted Subsidiaries of FF&E and which is secured by a Lien on such
FF&E.




     “First Lien Intercreditor Agreement” means a “pari passu” intercreditor
agreement among the Administrative Agent and one or more Senior Representatives for holders
of Permitted Pari Passu Secured Refinancing Debt in form and substance reasonably
satisfactory to the Administrative Agent.




     “Fiscal Quarter” means the fiscal quarter of Holdings ending on each March 31,
June 30, September 30 and December 31.




     “Fiscal Year” means the fiscal year of Holdings ending on each December 31.




     “Fixed Charge Coverage Ratio” means, as of any date of determination, the
ratio of (a) EBITDAM for the most recently completed Test Period minus the
sum without duplication of Maintenance Capital Expenditures, Management Fees, the
Tax Amount payable in cash and Restricted Payments (including Permitted Tax Distributions)
made by Holdings and its Restricted Subsidiaries during such Test Period, to
(b) Consolidated



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Interest Expense for such Test Period plus scheduled principal
payments on Indebtedness for borrowed money of Holdings and its Restricted Subsidiaries due
and payable during such Test Period.


     In making the foregoing calculation, in each case to the extent applicable, (1) pro
forma effect will be given to any Indebtedness incurred during or after the reference
period to the extent the Indebtedness is outstanding or is to be incurred on the date of
determination as if the Indebtedness had been incurred on the first day of the reference
period; provided that, for purposes of this clause (1), pro forma effect shall not
be given to Indebtedness in respect of Capitalized Leases to the extent incurred after the
reference period; (2) pro forma calculations of interest on Indebtedness bearing a floating
interest rate will be made as if the rate in effect on the date of determination (taking
into account any Hedging Agreement applicable to the Indebtedness if the Hedging Agreement
has a remaining term of at least 12 months) had been the applicable rate for the entire
reference period; (3) items related to any Indebtedness or Disqualified Equity Interests no
longer outstanding or to be repaid, redeemed or defeased on the date of determination
(including, without limitation, for purposes of this calculation, interest, fees, debt
discounts, charges and other items) will be excluded and such Indebtedness or Disqualified
Equity Interests shall be deemed to have been repaid, redeemed or defeased as of the first
day of the applicable period; and (4) pro forma effect will be given to (A) the creation,
designation or redesignation of Restricted Subsidiaries and Unrestricted Subsidiaries, (B)
any acquisition or disposition of companies, divisions, lines of businesses, operations or
any other material acquisition or Disposition by the Borrower and its Restricted
Subsidiaries, including any acquisition or Disposition of a company, division, line of
business, operation or any other material acquisition or Disposition since the beginning of
the Test Period by a Person that became a Restricted Subsidiary after the beginning of the
Test Period, and (C) the discontinuation of any discontinued operations, in each case, as
if such events had occurred, and, in the case of any Disposition, the proceeds thereof
applied, on the first day of the reference period. To the extent that pro forma effect is
to be given to an acquisition, disposition or discontinuation of a company, division, line
of business or operation or any other material acquisition or Disposition, the pro forma
calculation will be based upon the most recently completed Test Period. For purposes of
this definition, whenever pro forma effect is to be given to any event, the pro forma
calculations shall be made in good faith by a responsible financial or accounting officer
of the Borrower or Holdings. Any such pro forma calculation may include adjustments
appropriate, in the reasonable good faith determination of the Borrower as set forth in an
Officer’s Certificate, to reflect operating expense reductions and other operating
improvements or synergies reasonably expected to result from the applicable event within 18
months after the applicable event; provided that actions to realize such operating
expense reductions and other operating improvements or synergies are taken within 18 months
after the applicable event.




     To the extent applicable, for purposes of making the computation referred to above,
interest on any Indebtedness under a revolving credit facility computed on a pro forma
basis shall be computed based upon the average daily balance of such Indebtedness during
the applicable period. Interest on Indebtedness that may optionally be determined at an
interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank



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offered rate, or other rate, shall be deemed to have been based upon the rate actually
chosen, or, if none, then based upon such optional rate as the Borrower may designate.




     “Foreign Lender” has the meaning specified in Section 11.21(a)(1).




     “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.




     “Fund” means any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business.




     “Fund Equity Holder” means North LV HoldCo, LLC, Apollo ALST Holdco, LLC, TPG
ALST HoldCo, L.L.C., Halcyon Master Fund L.P., NYBEQ LLC, Credit Agricole Corporate and
Investment Bank and Merrill Lynch, Pierce, Fenner & Smith Incorporated.




     “Funded Indebtedness” means, as of each date of determination, the principal
amount of all Indebtedness of Holdings, Borrower and its Restricted Subsidiaries of the
types described in clauses (1), (2), (3), (4) and (6) of the definition of “Indebtedness.”




     “GAAP” means generally accepted accounting principles in the United States, as
in effect from time to time; provided, however, that if the Borrower notifies the
Administrative Agent that the Borrower requests an amendment to any provision hereof to
eliminate the effect of any change occurring after the Closing Date in GAAP or in the
application thereof (including through the adoption of IFRS) on the operation of such
provision (or if the Administrative Agent notifies the Borrower that the Requisite Lenders
request an amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application thereof
(including through the adoption of IFRS), then such provision shall be interpreted on the
basis of GAAP as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended in
accordance herewith.




     “Gaming Authority” means the Nevada Gaming Commission, the Nevada Gaming
Control Board or any other Governmental Agency which now or any time after the date of this
Agreement has jurisdiction over all or any portion of the gaming activities of Borrower or
any of its Subsidiaries or any successor to such authorities.




     “Gaming Laws” means all Laws pursuant to which any Gaming Authority possesses
regulatory, licensing or permit authority over gambling, gaming or casino activities
conducted by Borrower within its jurisdiction, including, without limitation, the Nevada
Gaming Control Act, codified as Nevada Revised Statutes Chapter 463 and the regulations
promulgated thereunder.




     “Gaming License” of any Person means every license, franchise or other
authorization on the date of this Agreement or thereafter required to own, lease, operate
or otherwise conduct the gaming operations of such Person, including, without limitation,
all such licenses granted under the Nevada Gaming Control Act as from time to time



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amended,
or any successor provision at law, the regulations of Gaming Authorities and other
applicable laws.




     “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 (including any Gaming Authority), or (c) any court or
administrative tribunal of competent jurisdiction.




     “Guarantee” means, as to any Person, without duplication, (a) any obligation,
contingent or otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other monetary obligation payable or performable by
another Person (the “primary obligor”) in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities
or services for the purpose of assuring the obligee in respect of such Indebtedness or
other monetary obligation of the payment or performance of such Indebtedness or other
monetary obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or other monetary
obligation, or (iv) entered into for the purpose of assuring in any other manner the
obligee in respect of such Indebtedness or other monetary obligation of the payment or
performance thereof or to protect such obligee against loss in respect thereof (in whole or
in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other
monetary obligation of any other Person, whether or not such Indebtedness or other monetary
obligation is assumed by such Person (or any right, contingent or otherwise, of any holder
of such Indebtedness to obtain any such Lien); provided that the term “Guarantee”
shall not include endorsements for collection or deposit, in either case in the ordinary
course of business, or customary and reasonable indemnity obligations in effect on the
Closing Date or entered into in connection with any acquisition or disposition of assets
permitted under this Agreement (other than such obligations with respect to Indebtedness).
The amount of any Guarantee shall be deemed to be an amount equal to the stated or
determinable amount of the related primary obligation, or portion thereof, in respect of
which such Guarantee is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof as determined by the guaranteeing Person in good
faith. The term “Guarantee” as a verb has a corresponding meaning.




     “Guarantor” means Holdings and each Subsidiary Guarantor.




     “Guaranty” means any Subsidiary Guaranty and any Guarantee of the Obligations
provided by Holdings, either as originally executed or as it may from time to time be
supplemented, modified, amended, extended or supplanted.




     “Hazardous Materials” means substances defined as “hazardous
substances” pursuant to the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. § 9601, et seq., or as “hazardous,”
“toxic” or “pollutant”



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substances or as “solid waste” pursuant to the Hazardous Materials
Transportation Act, 49 U.S.C. § 1801, et seq., the Resource Conservation
and Recovery Act, 42 U.S.C. § 6901, et seq., or as “friable asbestos”
pursuant to the Toxic Substances Control Act, 15 U.S.C. § 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.




     “Hedge Banks” means any Person that, at the time it becomes a counterparty to
a Hedging Obligation with Borrower, is a Lender or an Affiliate of a Lender, in its
capacity as a party to such Hedging Obligation.




     “Hedging Agreements” means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or options,
bond or bond price or bond index swaps or options or forward bond or forward bond price or
forward bond index transactions, interest rate options, forward foreign exchange
transactions, cap transactions, floor transactions, collar transactions, currency swap
transactions, cross-currency rate swap transactions, currency options, spot contracts, or
any other similar transactions or any combination of any of the foregoing (including any
options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions of any
kind, and the related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any
other master agreement (any such master agreement, together with any related schedules, a
“Master Agreement”), including any such obligations or liabilities under any Master
Agreement.




     “Hedging Obligations” means, with respect to any specified Person, the
obligations of such Person under any Hedging Agreements.




     “Holdings” has the meaning set forth in the preamble to this Agreement.




     “Holdings Operating Agreement” means the Operating Agreement of ALST Casino
Holdco, LLC dated as of the Closing Date, as the same may be further amended from time to
time in accordance with Section 6.12.




     “Holdings Pledge Agreement” means the pledge agreement executed and delivered
by Holdings on the Closing Date, either as originally executed or as it may from time to
time be supplemented, modified, amended, extended or supplanted.




     “Holdings Pledged Collateral” means Holdings’ interests in the Borrower and
related “Pledged Collateral” (as such term is defined in the Holdings Pledge Agreement)
owned by Holdings and pledged to the Administrative Agent, for the benefit of the Secured
Parties, pursuant to the Holdings Pledge Agreement.



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     “Identified Participating Lenders” has the meaning set forth in Section
3.5(c)(iii).




     “Identified Qualifying Lender” has the meaning set forth in Section
3.5(d)(iii).




     “IFRS” means international accounting standards within the meaning of the IAS
Regulation 1606/2002 to the extent applicable to the relevant financial statements.




     “Incentive Management Fee” has the meaning set forth in the Management
Agreement.




     “Indebtedness” means, with respect to any specified Person, any obligations or
indebtedness of such Person, whether or not contingent, without duplication:




     (1) in respect of borrowed money;




     (2) evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof);




     (3) in respect of banker’s acceptances;




     (4) in respect of Capital Lease Obligations;




     (5) in respect of the balance deferred and unpaid of the purchase price of any
property or services, except (i) any such balance that constitutes an accrued
expense or trade payable, (ii) any earn-out obligation until such obligation is not
paid after becoming due and payable and (iii) accruals for payroll and other
liabilities accrued in the ordinary course of business;




     (6) representing net obligations under Hedging Obligations;




     (7) indebtedness (excluding prepaid interest thereon) secured by a Lien on
property owned or being purchased by such Person (including indebtedness arising
under conditional sales or other title retention agreements and mortgage,
industrial revenue bond, industrial development bond and similar financings),
whether or not such indebtedness shall have been assumed by such Person or is
limited recourse;




     (8) all obligations of such Person in respect of Disqualified Equity
Interests; or




     (9) all Guarantees by that Person of any obligation or indebtedness of any
other Person of the types described in clauses (1) through (6) above;




provided that notwithstanding any changes in GAAP resulting from the implementation
of lease accounting rules being considered on the Closing Date, no lease obligations shall
be treated as Indebtedness to the extent that such lease obligations would not have been
treated as Indebtedness prior to such change in GAAP



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The amount of any Indebtedness outstanding as of any date shall be the outstanding balance
at such date of all unconditional obligations as described above and, with respect to
contingent obligations, the maximum liability upon the occurrence of the contingency giving
rise to the obligation, and shall be:




     (a) the accreted value thereof, in the case of any Indebtedness issued with
original issue discount; and




     (b) the principal amount thereof, together with any interest thereon that is
more than 30 days past due, in the case of any other Indebtedness.




For all purposes hereof, the Indebtedness of any Person shall (A) include the
Indebtedness of any partnership or joint venture (other than a joint venture that
is itself a corporation or limited liability company) in which such Person is a
general partner or a joint venturer, except to the extent such Person’s liability
for such Indebtedness is otherwise limited and (B) in the case of Restricted
Subsidiaries that are not Subsidiary Guarantors, exclude loans and advances made
by the Borrower or any Guarantor having a term not exceeding 364 days (inclusive
of any roll over or extensions of terms) and made in the ordinary course of
business solely to the extent that such intercompany loans and advances are
evidenced by one or more notes in form and substance reasonably satisfactory to
the Administrative Agent and pledged as Collateral. The amount of any net
obligation under any Hedging Agreement on any date shall be deemed to be the Swap
Termination Value thereof as of such date. The amount of Indebtedness of any
Person for purposes of clause (7) shall be deemed to be equal to the lesser of (i)
the aggregate unpaid amount of such Indebtedness and (ii) the fair market value
(as determined by such Person in good faith) of the property encumbered thereby as
determined by such Person in good faith.




     “Indemnified Liabilities” has the meaning set forth in Section 11.11.




     “Indemnitees” has the meaning set forth in Section 11.11.




     “Initial Loans” shall mean the term loans deemed made by the Lenders on the
Closing Date to the Borrower pursuant to Section 2.1.




     “Intangible Assets” means assets that are considered intangible assets under
GAAP, including customer lists, goodwill, copyrights, trade names, trademarks and patents.




     “Interest Period” means, with respect to any Loan, the period (a) initially
commencing on the Closing Date and ending on the day immediately preceding the first
Quarterly Payment Date thereafter and (b) thereafter, commencing on the day immediately
succeeding the day on which the immediately preceding Interest Period expires and ending on
the day immediately preceding the next succeeding Quarterly Payment Date.



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     “Investment” means, as to any Person, any direct or indirect acquisition or
investment by such Person, whether by means of (a) the purchase or other acquisition
(including without limitation by merger or otherwise) of Equity Interests or debt or other
securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or
assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity
participation or interest in, another Person, including any partnership or joint venture
interest in such other Person (excluding, in the case of the Borrower and its Restricted
Subsidiaries, as among each other, intercompany loans, advances, or Indebtedness having a
term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in
the ordinary course of business) or (c) the purchase or other acquisition (in one
transaction or a series of transactions, including without limitation by merger or
otherwise) of all or substantially all of the property and assets or business of another
Person or assets constituting a business unit, line of business or division of such Person.
The amount of any Investment at any time shall be the amount actually invested (measured
at the time made), without adjustment for subsequent changes in the value of such
Investment, net of any return representing a return of capital with respect to such
Investment.




     If Borrower or any Restricted Subsidiary sells or otherwise Disposes of any Equity
Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to
any such sale or other Disposition, such Person is no longer a Restricted Subsidiary, then
Borrower or that Restricted Subsidiary shall be deemed to have made an Investment on the
date of any such sale or other Disposition equal to the Fair Market Value of the Investment
in such Subsidiary not sold or Disposed of. The acquisition by Borrower or any Restricted
Subsidiary of a Person that holds an Investment in a third Person shall be deemed to be an
Investment by Borrower or such Restricted Subsidiary in such third Person in an amount
equal to the Fair Market Value of the Investment held by the acquired Person in such third
Person.




     “Latest Maturity Date” means, at any date of determination, the latest
maturity or expiration date applicable to any Loan or Commitment hereunder at such time,
including the latest maturity or expiration date of any Other Loan or any Extended Loan, in
each case as extended in accordance with this Agreement from time to time.




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




     “Lender” has the meaning specified in the introductory paragraph to this
Agreement and their respective successors and assigns as permitted hereunder, each of which
is referred to herein as a “Lender”. For avoidance of doubt, each Additional Lender is a
Lender to the extent any such Person has executed and delivered a Refinancing Amendment and
to the extent such Refinancing Amendment shall have become effective in accordance with the
terms hereof and thereof, and each Extending Lender shall continue to be a Lender. As of
the Closing Date, Schedule 2.1 sets forth the name of each Lender.



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     “Lending Office” means, as to any Lender, the office or offices of such Lender
described as such in such Lender’s Administrative Questionnaire, or such other office or
offices as a Lender may from time to time notify Borrower and the Administrative Agent.




     “Leverage Ratio” means, as of any date of determination, the ratio of (a) the
aggregate outstanding principal amount of the Funded Indebtedness as of such date,
minus the aggregate amount of cash and Cash Equivalents (in each case, free and
clear of all Liens other than (i) nonconsensual Liens permitted under the definition of
Permitted Liens and (ii) Liens permitted by Section 6.4(a) and clauses (9) and (13) of the
definition of Permitted Liens) included in the consolidated balance sheet of Holdings and
its Restricted Subsidiaries as of such date (excluding cash and Cash Equivalents that
constitute regulatory bankroll as of such date), to (b) EBITDAM for the most recently
completed Test Period.




In making the foregoing calculation, in each case to the extent applicable, (1) pro forma
effect will be given to any Funded Indebtedness incurred during or after the reference
period to the extent the Funded Indebtedness is outstanding or is to be incurred on the
date of determination as if the Funded Indebtedness had been incurred on the first day of
the reference period; provided that, for purposes of this clause (1), pro forma
effect shall not be given to Funded Indebtedness in respect of Capitalized Leases to the
extent incurred after the reference period; (2) pro forma calculations of interest on
Funded Indebtedness bearing a floating interest rate will be made as if the rate in effect
on the date of determination (taking into account any Hedging Agreement applicable to the
Funded Indebtedness if the Hedging Agreement has a remaining term of at least 12 months)
had been the applicable rate for the entire reference period; (3) items related to any
Funded Indebtedness or Disqualified Equity Interests no longer outstanding or to be repaid,
redeemed or defeased on the date of determination (including, without limitation, for
purposes of this calculation, interest, fees, debt discounts, charges and other items) will
be excluded and such Funded Indebtedness or Disqualified Equity Interests shall be deemed
to have been repaid, redeemed or defeased as of the first day of the applicable period; and
(4) pro forma effect will be given to (A) the creation, designation or redesignation of
Restricted Subsidiaries and Unrestricted Subsidiaries, (B) any acquisition or disposition
of companies, divisions, lines of businesses, operations or any other material acquisition
or Disposition by the Borrower and its Restricted Subsidiaries, including any acquisition
or Disposition of a company, division, line of business, operation or any other material
acquisition or Disposition since the beginning of the Test Period by a Person that became a
Restricted Subsidiary after the beginning of the Test Period, and (C) the discontinuation
of any discontinued operations, in each case, as if such events had occurred, and, in the
case of any Disposition, the proceeds thereof applied, on the first day of the reference
period. To the extent that pro forma effect is to be given to an acquisition, disposition
or discontinuation of a company, division, line of business or operation or any other
material acquisition or Disposition, the pro forma calculation will be based upon the most
recently completed Test Period. For purposes of this definition, whenever pro forma effect
is to be given to any event, the pro forma calculations shall be made in good faith by a
responsible financial or accounting officer of the Borrower or Holdings. Any such pro forma
calculation may include adjustments appropriate, in the reasonable good faith determination
of the Borrower as set forth in an



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Officer’s Certificate, to reflect operating expense
reductions and other operating improvements or synergies reasonably expected to result from
the applicable event within 18 months after the applicable event; provided that actions to
realize such operating expense reductions and other operating improvements or synergies are
taken within 18 months after the applicable event.




To the extent applicable, for purposes of making the computation referred to above,
interest on any Indebtedness under a revolving credit facility computed on a pro forma
basis shall be computed based upon the average daily balance of such Indebtedness during
the applicable period. Interest on Indebtedness that may optionally be determined at an
interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank
offered rate, or other rate, shall be deemed to have been based upon the rate actually
chosen, or, if none, then based upon such optional rate as the Borrower may designate.




     “License Revocation” means (a) the revocation, involuntary failure to renew or
suspension of any Gaming License covering any casino or gaming facility of Borrower or any
Restricted Subsidiary, (b) the appointment by any Gaming Authority or any court pursuant to
the request of any Gaming Authority of a receiver, supervisor or similar official with
respect to any such gaming facility or (c) the involuntary closure of any such casino or
gaming facility pursuant to an order of any Gaming Authority.




     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law, including any conditional sale
or other title retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in and any filing of or agreement to give any
financing statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction.




     “Loan” means an extension of credit (including a deemed extension of credit
pursuant to Section 2.1(a)) by a Lender to the Borrower under Article 2 or Section 3.3 or
3.4.




     “Loan Documents” means, collectively, this Agreement, the Notes, any
Subsidiary Guaranty, the Collateral Documents, any Secured Bank Products Agreement, any
Secured Hedging Obligation, the Fee Letter, any Refinancing Amendment, any Extension Offer,
any Extension Amendment, any Compliance Certificate and any other agreements of any type or
nature hereafter executed and delivered by Borrower, Holdings or the Subsidiaries of
Borrower to the Administrative Agent or 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.




     “Loan Parties” means, collectively, Holdings, the Borrower and each other
Guarantor.



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     “Maintenance Capital Expenditures” means Capital Expenditures to the extent
that such Capital Expenditures are used to replace or refurbish components of, or repair
the Aliante Casino and Hotel (rather than to add additional material features or
amenities).




     “Management Agreement” means that certain Management Agreement, as the same
may be amended, restated, replaced or otherwise modified from time to time in accordance
with Section 6.12.




     “Management Fees” means the Base Management Fees and Incentive Management Fees
payable pursuant to the Management Agreement.




     “Manager” means Aliante Station, LLC and its corporate successors or any
successor manager for the Aliante Casino and Hotel under the Management Agreement.




     “Margin Stock” means “margin stock” as such term is defined in
Regulation U.




     “Material Adverse Effect” means any event, circumstance or condition occurring
after the Closing Date that has had a materially adverse effect on (a) the business,
operations, assets, liabilities (actual or contingent) or financial condition of Holdings
and its Subsidiaries, taken as a whole, (b) the ability of the Borrower and each Guarantor
(taken as a whole) to perform their respective payment obligations under any Loan Document
to which any of them is a party or (c) the rights and remedies of the Lenders or the
Administrative Agent under any Loan Document.




     “Maturity Date” means (i) with respect to the Initial Loans that have not been
extended pursuant to Section 3.4, the date that is seven years after the Closing Date (the
“Original Loan Maturity Date”), (ii) with respect to any tranche of Extended Loans,
the final maturity date as specified in the applicable Extension Offer accepted by the
respective Lender or Lenders and (iii) with respect to any Other Loans, the final maturity
date as specified in the applicable Refinancing Amendment; provided, in each case,
that if such day is not a Business Day, the applicable Maturity Date shall be the Business
Day immediately preceding such day.




     “Minimum Extension Condition” has the meaning set forth in Section 3.4.




     “Minority Investment” means any Person other than a Subsidiary in which the
Borrower or any Restricted Subsidiary owns any Equity Interests.




     “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 contributes or
is obligated to contribute.




     “Net Income” means, with respect to any Person, the net income (loss) of such
Person, determined in accordance with GAAP and before any reduction in respect of preferred
stock dividends.



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     “Net Proceeds” means, (a) with respect to any Asset Sale or Recovery Event,
the aggregate cash proceeds, including payments in respect of deferred payment obligations
(to the extent corresponding to the principal, but not the interest component, thereof)
received by Borrower or any of its Restricted Subsidiaries in respect of any Asset Sale or
Recovery Event (including, without limitation, any cash received upon the sale or other
Disposition of any non-cash consideration received in any Asset Sale or Recovery Event),
net of (1) the direct costs relating to such Asset Sale or Recovery Event, including,
without limitation, legal, accounting, investment banking and brokerage fees, and sales
commissions, and any relocation expenses incurred as a result thereof, (2) taxes paid or
reasonably expected to be payable as a result thereof, including any Permitted Tax
Distributions in respect thereof, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements, (3) amounts required to be applied
to the repayment of Indebtedness or other liabilities secured by a Lien on the asset or
assets that were the subject of such Asset Sale or Recovery Event or required to be paid as
a result of such sale, (4) any reserve for adjustment in respect of the sale price of such
asset or assets established in accordance with GAAP, (5) in the case of any Asset Sale or
Recovery Event by a Restricted Subsidiary, payments to holders of Equity Interests in such
Restricted Subsidiary in such capacity (other than such Equity Interests held by Borrower
or any Restricted Subsidiary thereof) to the extent that such payment is required to permit
the distribution of such proceeds in respect of the Equity Interests in such Restricted
Subsidiary held by Borrower or any Restricted Subsidiary thereof and (6) appropriate
amounts to be provided by Borrower or its Restricted Subsidiaries as a reserve against
liabilities associated with such Asset Sale, including, without limitation, pension and
other post-employment benefit liabilities, liabilities related to environmental matters and
liabilities under any indemnification obligations associated with such Asset Sale, all as
determined in accordance with GAAP; provided that (x) excess amounts set aside for
payment of taxes pursuant to clause (2) above remaining after such taxes have been paid in
full or the statute of limitations therefor has expired and (y) amounts initially held in
reserve pursuant to clause (6) no longer so held, will, in the case of each of clause
(a) and (b), at that time become Net Proceeds and (b) with respect to any sale or issuance
of any Equity Interests by Borrower or any Restricted Subsidiary or any incurrence or
issuance of Indebtedness by Borrower or any Restricted Subsidiary, the cash proceeds
thereof, net of customary underwriting fees or discounts, commissions, costs and other
direct expenses (including, without limitation, legal and accounting fees) or any taxes
incurred in connection therewith..




     “Non-Consenting Lender” has the meaning set forth in Section 11.2 of this
Agreement.




     “Non-Excluded Taxes” has the meaning set forth in Section 3.13(d) of this
Agreement.




     “Note” means a promissory note in the form of Exhibit C, as the same may be
amended from time to time.




     “Obligations” means all present and future obligations of every kind or nature
of Borrower and the other Loan Parties at any time and from time to time owed to the



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Administrative Agent or the Lenders or any one or more of them (or in the case of any
Secured Bank Products Agreement or any Secured Hedging Obligation, owed to any Lender or
any Affiliate of a Lender), 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 other Loan Party.




     “OFAC” means the U.S. Office of Foreign Assets Control.



          “Offered Amount” has the meaning set forth in Section 3.5(d)(i).




     “Offered Discount” has the meaning set forth in Section 3.5(d)(i).




     “Officer’s Certificate” means a certificate signed on behalf of Borrower by a
Senior Officer that meets the requirements of this Agreement.




     “OID” means original issue discount.




     “Operating Account” means Borrower’s primary operating deposit account.




     “Operating Agreement” means the Second Amended and Restated Operating
Agreement of Aliante Gaming, LLC dated as of the Closing Date, as the same may be further
amended from time to time in accordance with Section 6.12.




     “Original Loan Maturity Date” has the meaning set forth in the definition of
“Maturity Date”.




     “Other Loans” means one or more Classes of Loans that result from a
Refinancing Amendment.




     “Other Taxes” means any and all present or future stamp or documentary taxes
or any other excise or property taxes, charges or similar levies arising from any payment
made hereunder or from the execution, delivery or enforcement of, or otherwise with respect
to, this Agreement.




     “Other Term Commitments” means one or more Classes of Loan commitments
hereunder that result from a Refinancing Amendment.




     “Participant” has the meaning specified in Section 11.8(d).




     “Participating Lender” has the meaning set forth in Section 3.5(c)(ii).




     “Party” means any Person other than the Administrative Agent, the Lenders, any
Affiliate of any Lender and the trustee under the Deed of Trust, which now or hereafter is
a party to any of the Loan Documents.



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     “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 or Section 412 of the Code or Section 302 of ERISA and is maintained by
Borrower or any of its ERISA Affiliates or to which Borrower or any of its ERISA Affiliates
contributes or has an obligation to contribute.




     “Permits” means all authorizations, consents, decrees, licenses, permits,
waivers, privileges, approvals from and filings with all Governmental Agencies necessary
for the ownership, lease, financing or operation of the Aliante Casino and Hotel in
accordance with this Agreement.




     “Permitted Business” means the operation of the Aliante Casino and Hotel and
any other businesses reasonably related or ancillary thereto, but not any businesses which
involve the conduct of gaming or lodging businesses at locations other than the Aliante
Casino and Hotel (or any other property associated with the Aliante Casino and Hotel which
is subject to the Lien of the Deed of Trust).




     “Permitted Holders” means (a) North LV HoldCo, LLC, Apollo ALST Holdco, LLC,
TPG ALST HoldCo, L.L.C., Halcyon Master Fund L.P., NYBEQ LLC, Credit Agricole Corporate and
Investment Bank and Merrill Lynch, Pierce, Fenner & Smith Incorporated, (b) any Affiliate
of any of the foregoing and (c) with respect to each Fund Equity Holder, any funds or
partnerships managed or advised by any such Fund Equity Holder or any of its Affiliates;
but not including, in each case, any portfolio company of any of the foregoing.




     “Permitted Investments” means:




          (1) Investments by (i) Holdings in any Loan Party, (ii) the Borrower or any Restricted
Subsidiary that is a Loan Party in the Borrower or any Restricted Subsidiary that is a Loan
Party and (iii) any Loan Party in a Restricted Subsidiary that is not a Guarantor, in an
aggregate amount pursuant to this clause (iii) not to exceed at any time outstanding the
sum of (x) $1,000,000 and (y) the Available Amount at such time, and satisfaction of such
test shall be evidenced by a certificate from a Senior Officer demonstrating such
satisfaction calculated in reasonable detail;




          (2) any Investment in Cash Equivalents;




          (3) any Investment by Borrower or any Restricted Subsidiary in a Person, if as a
result of such Investment:




     (a) such Person becomes a Restricted Subsidiary; or




     (b) 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 Restricted Subsidiary;




          (4) any acquisition of assets or Equity Interests solely in exchange for the issuance
of Equity Interests of the Borrower;



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          (5) any Investments received in compromise or resolution of obligations of (a) trade
creditors or customers that were incurred in the ordinary course of business, including
pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or
insolvency of any trade creditor or customer or (b) litigation, arbitration or other
similar disputes;




          (6) any Investments made in settlement of gambling debts incurred by patrons of the
Borrower or any of its Restricted Subsidiaries which settlements have been entered into in
the ordinary course of business;




          (7) loans and advances to officers, directors and employees in an aggregate amount not
to exceed $2,500,000 outstanding at any time;




          (8) Hedging Obligations that are incurred for the purpose of fixing, hedging or
swapping interest rate, commodity price or foreign currency exchange rate risk (or to
reverse or amend any such agreements previously made for such purposes), and not for
speculative purposes, and that do not increase the Indebtedness of the obligor outstanding
at any time other than as a result of fluctuations in interest rates, commodity prices or
foreign currency exchange rates or by reason of fees, indemnities and compensation payable
thereunder;




          (9) advances to customers or suppliers in the ordinary course of business that are, in
conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the
balance sheet of Borrower or its Restricted Subsidiaries and endorsements for collection or
deposit arising in the ordinary course of business;




          (10) commission, payroll, travel and similar advances to officers and employees of
Borrower or any of its Restricted Subsidiaries that are expected at the time of such
advance ultimately to be recorded as an expense in conformity with GAAP;




          (11) Investments existing on the date hereof or made pursuant to legally binding
written contracts in existence on the date hereof, in each case, set forth on Schedule 1.1
and any modification, replacement, renewal, reinvestment or extension of any of the
foregoing; provided that the amount of any Investment permitted pursuant to this
clause (11) is not increased from the amount of such Investment on the Closing Date except
pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted
by another clause of this definition of “Investment”;




          (12) Investments to the extent that payment for such Investments is made solely with
the Net Proceeds of the issuance of Qualified Equity Interests of Holdings (or any direct
or indirect parent thereof);




          (13) promissory notes and other non-cash consideration that is permitted to be
received in connection with Dispositions permitted by Section 6.1;




          (14) loans and advances to Holdings (or any direct or indirect parent thereof) in lieu
of, and not in excess of the amount of (after giving effect to any other loans, advances or
Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be
made to Holdings (or such direct or indirect parent) in accordance with clause (3) or
clause (5) of the definition of Permitted Restricted Payments; and



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          (15) Investments held by a Restricted Subsidiary acquired after the Closing Date or of
a Person merged into the Borrower or consolidated with a Restricted Subsidiary in
accordance with Section 6.6 after the Closing Date to the extent that such Investments were
not made in contemplation of or in connection with such acquisition, merger or
consolidation and were in existence on the date of such acquisition, merger or
consolidation.




          “Permitted Junior Secured Refinancing Debt” means any secured Indebtedness
incurred by the Borrower in the form of one or more series of second-lien secured notes or
second-lien secured loans; provided that (i) such Indebtedness is secured by the
Collateral on a second-priority basis with the Obligations and is not secured by any
property or assets of Holdings, the Borrower or any Subsidiary of the Borrower other than
the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing
Indebtedness, (iii) such Indebtedness does not mature or have scheduled amortization or
scheduled payments of principal and is not subject to mandatory redemption, repurchase,
prepayment or sinking fund obligation (other than customary offers to repurchase upon a
change of control, asset sale or casualty event and customary acceleration rights after an
event of default) prior to the Latest Maturity Date at the time such Indebtedness is
incurred, (iv) the security agreements relating to such Indebtedness are substantially the
same as the Collateral Documents (with such differences as are reasonably satisfactory to
the Administrative Agent), (v) such Indebtedness is not guaranteed by any Subsidiaries
other than the Subsidiary Guarantors and (vi) a Senior Representative acting on behalf of
the holders of such Indebtedness shall have become party to or otherwise subject to the
provisions of a Second Lien Intercreditor Agreement; provided that if such
Indebtedness is the initial Permitted Junior Secured Refinancing Debt incurred by the
Borrower, then Holdings, the Borrower, the Subsidiary Guarantors, the Administrative Agent
and the Senior Representative for such Indebtedness shall have executed and delivered a
Second Lien Intercreditor Agreement. Permitted Junior Secured Refinancing Debt will include
any Registered Equivalent Notes issued in exchange therefor.




     “Permitted Liens” means:




          (1) Liens in favor of Borrower or any of its Restricted Subsidiaries;




          (2) [reserved];




          (3) Liens existing on the Closing Date and set forth on Schedule 1.2 and any
modifications, replacements, renewals or extensions thereof; provided that (i) the
Lien does not extend to any additional Property other than (A) after-acquired property that
is affixed or incorporated into the property covering such Lien or financed by Indebtedness
permitted under Section 6.3, and (B) proceeds and products thereof, and (ii) the renewal,
extension or refinancing of the obligations secured or benefited by such Liens is permitted
by Section 6.3;



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          (4) Liens securing obligations in respect of Indebtedness permitted under Section
6.3(c); provided that (A) such Liens attach concurrently with or within two hundred
and seventy (270) days after completion of the acquisition, construction, repair,
replacement or improvement (as applicable) of the property subject to such Liens, (B) such
Liens do not at any time encumber any property other than the property financed by such
Indebtedness, replacements thereof and additions and accessions to such property and the
proceeds and the products thereof and customary security deposits and (C) such Liens do not
at any time extend to or cover any assets (except for additions and accessions to such
assets, replacements and products thereof and customary security deposits) other than the
assets subject to, or acquired, constructed, repaired, replaced or improved with the
proceeds of such Indebtedness; provided that individual financings of equipment
provided by one lender may be cross collateralized to other financings of equipment
provided by such lender;




          (5) Liens incurred or deposits made in the ordinary course of business in connection
with worker’s compensation, unemployment insurance or other social security obligations;




          (6) Liens, deposits or pledges to secure the performance of bids, tenders, contracts
(other than contracts for the payment of Indebtedness), leases, or other similar
obligations arising in the ordinary course of business;




          (7) carriers’, warehousemen’s, materialmen’s and mechanics’ Liens, in each case
incurred in the ordinary course of business, provided that in no event shall the
Aliante Casino and Hotel or any other property subject thereto be subject to an imminent
risk of seizure, levy or forfeiture;




          (8) judgment and attachment Liens not giving rise to an Event of Default and notices
of lis pendens and associated rights related to litigation being contested in good faith by
appropriate proceedings and for which adequate reserves have been made;




          (9) Liens in favor of collecting or payor banks having a right of setoff, revocation,
refund or chargeback with respect to money or instruments of Borrower or any Subsidiary
thereof on deposit with or in possession of such bank;




          (10) any interest or title of a lessor, licensor or sublicensor in the property
subject to any lease, license or sublicense (other than any property that is the subject of
a Sale and Leaseback Transaction);




          (11) Liens for taxes, assessments and governmental charges not yet delinquent or being
contested in good faith and for which adequate reserves have been established to the extent
required by GAAP;




          (12) Liens existing on property at the time of its acquisition or existing on the
property of any Person at the time such Person becomes a Restricted Subsidiary (other than
by designation as a Restricted Subsidiary pursuant to Section 6.19), in each case after the
date hereof (other than Liens on the Equity Interests of any Person that



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becomes a
Restricted Subsidiary); provided that (i) such Lien does not extend to or cover any
other assets or property (other than the proceeds or products thereof and other than
after-acquired property of such acquired Restricted Subsidiary), and (ii) the Indebtedness
secured thereby is permitted under Section 6.3(h);




          (13) Liens on the Collateral securing obligations in respect of Permitted Pari Passu
Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt and any Permitted
Refinancing Indebtedness of any of the foregoing; provided that (x) any such Liens
securing any Permitted Refinancing Indebtedness in respect of Permitted Pari Passu Secured
Refinancing Debt are subject to a First Lien Intercreditor Agreement and (y) any such Liens
securing any Permitted Refinancing Indebtedness in respect of Permitted Junior Secured
Refinancing Debt are subject to a Second Lien Intercreditor Agreement.




     “Permitted Pari Passu Secured Refinancing Debt” means any secured Indebtedness
incurred by the Borrower in the form of one or more series of senior secured notes or
loans; provided that (i) such Indebtedness is secured by the Collateral on a pari
passu basis (but without regard to the control of remedies) with the Obligations and is not
secured by any Property or assets of Holdings, the Borrower or any Subsidiary of the
Borrower other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement
Refinancing Indebtedness, (iii) such Indebtedness does not mature or have scheduled
amortization or scheduled payments of principal and is not subject to mandatory redemption,
repurchase, prepayment or sinking fund obligation (other than customary offers to
repurchase upon a change of control, asset sale or casualty event and customary
acceleration rights after an event of default) prior to the Latest Maturity Date at the
time such Indebtedness is incurred, (iv) the security agreements relating to such
Indebtedness are substantially the same as the Collateral Documents (with such differences
as are reasonably satisfactory to the Administrative Agent), (v) such Indebtedness is not
guaranteed by any Subsidiaries other than the Subsidiary Guarantors and (vi) a Senior
Representative acting on behalf of the holders of such Indebtedness shall have become party
to or otherwise subject to the provisions of a First Lien Intercreditor Agreement;
provided that if such Indebtedness is the initial Permitted Pari Passu Secured
Refinancing Debt incurred by the Borrower, then the Borrower, Holdings, the Subsidiary
Guarantors, the Administrative Agent and the Senior Representative for such Indebtedness
shall have executed and delivered a First Lien Intercreditor Agreement. Permitted Pari
Passu Secured Refinancing Debt will include any Registered Equivalent Notes issued in
exchange therefor.




     “Permitted Refinancing Indebtedness” means any Indebtedness of Borrower or any
of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are
used to extend, refinance, renew, replace, defease or refund other Indebtedness of Borrower
or any of its Restricted Subsidiaries (other than intercompany Indebtedness);
provided that:




          (1) the amount of such Permitted Refinancing Indebtedness does not exceed the amount
of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus
all accrued and unpaid interest thereon and the amount of any



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reasonably determined premium
necessary to accomplish such refinancing plus reasonable OID and upfront fees and all other
fees and expenses reasonably incurred in connection therewith);



          (2) such Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or greater
than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded;




          (3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded is subordinated in right of payment to the Loans, such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of the Loans and
is subordinated in right of payment to the Loans on terms at least as favorable, taken as a
whole, to the Lenders as those contained in the documentation governing the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded; provided that
a certificate of a Senior Officer delivered to the Administrative Agent at least five (5)
Business Days prior to the incurrence of such Indebtedness, together with a reasonably
detailed description of the material terms and conditions of such Indebtedness or drafts of
the documentation relating thereto, stating that the Borrower has determined in good faith
that such terms and conditions satisfy the foregoing requirement shall be conclusive
evidence that such terms and conditions satisfy the foregoing requirement unless the
Administrative Agent notifies the Borrower within such five Business Day period that it
disagrees with such determination (including a description of the basis upon which it
disagrees);




          (4) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded is pari passu in right of payment with the Loans, such Permitted Refinancing
Indebtedness is pari passu with, or subordinated in right of payment to, the Loans;




          (5) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded is unsecured or secured by a Lien ranking junior to the Liens securing the
Obligations, such Permitted Refinancing Indebtedness is unsecured or secured by a Lien
ranking junior to the Liens securing the Obligations; and




          (6) such Indebtedness is incurred by either (a) the Restricted Subsidiary that is the
obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded; or (b) Borrower, but only if the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded was incurred by Borrower.




     “Permitted Restricted Payments” means any of the following Restricted
Payments:




          (1) the payment of any dividend by a Restricted Subsidiary to Borrower;



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          (2) the defeasance, redemption, repurchase or other acquisition of Indebtedness
subordinated to the Loans with the net cash proceeds from an incurrence of Permitted
Refinancing Indebtedness with respect to such Indebtedness;




          (3) the repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of Holdings, Borrower or any Restricted Subsidiary held by any current or
former employee or director of Holdings, Borrower (or any Restricted Subsidiary) (a) upon
the death, disability or termination of employment of such director, officer, employee or
consultant or to the extent required pursuant to employee benefit plans, employment
agreements or consulting agreements entered into in the ordinary course of business, or
(b) pursuant to the terms of any employee equity subscription agreement, stock option
agreement or similar agreement entered into in the ordinary course of business;
provided that the aggregate price paid for all such repurchased, redeemed, acquired
or retired Equity Interests in any calendar year shall not exceed $1,000,000;




          (4) Permitted Tax Distributions;




          (5) Restricted Payments made by the Borrower to Holdings or to any direct or indirect
parent of Holdings (and Restricted Payments by Holdings to any direct or indirect parent of
Holdings): (i) the proceeds of which shall be used to pay (or make Restricted Payments to
allow any direct or indirect parent thereof to pay) its operating costs and expenses
incurred in the ordinary course of business and other corporate overhead costs and expenses
(including administrative, legal, accounting and similar expenses provided by third
parties), which are reasonable and customary and incurred in the ordinary course of
business, attributable to the ownership or operations of the Borrower and its Subsidiaries;
(ii) the proceeds of which shall be used to pay (or make Restricted Payments to allow any
direct or indirect parent thereof which does not own other Subsidiaries besides Holdings,
its Subsidiaries and the direct or indirect parents of Holdings to pay) franchise taxes and
other fees, taxes and expenses required to maintain its (or any of such direct or indirect
parents’) corporate existence; and (iii) the proceeds of which shall be used to pay
customary salary, bonus and other benefits payable to officers and employees of Holdings or
any direct or indirect parent company of Holdings to the extent such salaries, bonuses and
other benefits are attributable to the ownership or operation of the Borrower and the
Restricted Subsidiaries;




          (6) the redemption, repurchase, retirement or other acquisition of any Equity Interest
or Indebtedness of Borrower to the extent required by a Gaming Authority or, if determined
in the good faith judgment of the Board of Directors of Holdings, to prevent the loss or to
secure the grant or establishment of any Gaming License or other right to conduct lawful
gaming operations in each case relating to the Aliante Casino and Hotel;




          (7) to the extent constituting Restricted Payments, the entry into and consummation of
transactions expressly permitted by any provision of Section 6.6, Section 6.7 (other than
Sections 6.7(b) or (i)) or Section 6.16, by Holdings, the Borrower and the Restricted
Subsidiaries;



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          (8) so long as no Event of Default shall have occurred and be continuing or would
result therefrom, other Restricted Payments declared and made provided that




          (i) after giving effect to the making of such Restricted Payment, the Leverage Ratio
for the Test Period immediately preceding such Restricted Payment for which financial
statements have been or are required to have been delivered pursuant to Section 7.1(a) or
(b) is not in excess of 5:0:1.0 (calculated on a Pro Forma Basis) and satisfaction of such
test shall be evidenced by a certificate from a Senior Officer demonstrating such
satisfaction calculated in reasonable detail, and




          (ii) the aggregate amount of the Restricted Payments made pursuant to this clause (8)
shall not exceed $4,000,000 in any Test Period;




          (9) so long as no Event of Default shall have occurred and be continuing or would
result therefrom, the Borrower may make additional Restricted Payments (the proceeds of
which may be utilized by Holdings to make additional Restricted Payments) in an aggregate
amount not to exceed the sum of (i) the greater of $15,000,000 and five percent (5%) of
Consolidated Total Assets, in each case determined at the time of such Restricted Payment,
and (ii) so long as immediately after giving effect to such Restricted Payment, the
Leverage Ratio for the Test Period immediately preceding such Restricted Payment for which
financial statements have been or are required to have been delivered pursuant to Section
7.1(a) or (b) is not in excess of 5.0:1.0 (calculated on a Pro Forma Basis) and
satisfaction of such test shall be evidenced by a certificate from a Senior Officer
demonstrating such satisfaction calculated in reasonable detail, the Available Amount at
such time;




          (10) repurchases of Equity Interests in Holdings, the Borrower or any of the
Restricted Subsidiaries deemed to occur upon exercise of stock options or warrants or
similar rights if such Equity Interests represent a portion of the exercise price of such
options or warrants or similar rights; and




          (11) the payment of cash in lieu of fractional Equity Interests in connection with any
dividend, split or combination thereof or any acquisition permitted under this Agreement.




     “Permitted Tax Distributions” means, so long as Borrower is treated as a
pass-through entity for United States federal income tax purposes, distributions to
Holdings, and so long as Holdings is treated as a pass-through entity for United States
federal income tax purposes, by Holdings to its members, in an amount with respect to any
taxable year beginning with the 2012 taxable year (or that portion of the 2011 taxable year
following the Closing Date) not to exceed the Tax Amount for such taxable year and, in the
case of 2012 (or that portion of the 2011 taxable year following the Closing Date), only to
the extent that such amounts have not been distributed prior to the date of this Agreement
(it being understood that Borrower and Holdings may distribute the Tax Amount for any
taxable year in four quarterly installments at times reasonably designed to enable their
equity owners to pay estimated taxes on taxable income allocated to them



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by Borrower and
Holdings with respect to such taxable year, the amount of each installment to be based on
estimates of the excess of (x) the Tax Amount that would have been payable from the
beginning of such taxable year through the end of the month preceding the date of such
distribution being a taxable year over (y) distributions attributable to all prior periods
during such taxable year, with any over-distributions for a taxable year reducing the Tax
Amount distributable with respect to the next succeeding taxable year).




     “Permitted Unsecured Refinancing Debt” means any unsecured Indebtedness
incurred by the Borrower in the form of one or more series of unsecured notes or loans;
provided that (i) such Indebtedness is not secured by any property or assets of
Holdings, the Borrower or any Restricted Subsidiary, (ii) such Indebtedness constitutes
Credit Agreement Refinancing Indebtedness, (iii) such Indebtedness does not mature or have
scheduled amortization prior to the Latest Maturity Date at the time such Indebtedness is
incurred (other than customary offers to repurchase upon a change of control or asset sale
and customary acceleration rights after an event of default), and (iv) such Indebtedness is
not guaranteed by any Subsidiaries other than the Subsidiary Guarantors. Permitted
Unsecured Refinancing Debt will include any Registered Equivalent Notes issued in exchange
therefor.




     “Person” means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited liability
company or government or other entity.




     “PIK Interest Rate” means 10% per annum.




     “Plan of Reorganization” means that Prepackaged Joint Chapter 11 Plan of
Reorganization for Subsidiary Debtors, Aliante Debtors and Green Valley Ranch Gaming, LLC
(Dated March 22, 2011), as it may be amended, supplemented or otherwise modified from time
to time.




     “Preferred Stock” means, with respect to any Person, any Capital Stock of such
Person that has preferential rights to any other Capital Stock of such Person with respect
to dividends or redemptions upon liquidation.




     “Pro Forma Basis” means on a basis in accordance with the application of GAAP
and Article 11 of Regulation S-X promulgated under the Securities Act of 1933, as amended,
or otherwise in express compliance with the definition of the financial metric being
calculated.




     “Pro Forma Financial Statements” has the meaning set forth in Section 4.5.




     “Pro Rata Share” means, with respect to any Lender, the percentage obtained by
dividing (a) the Exposure of such Lender by (b) the aggregate Exposure of all Lenders.




     “Projections” has the meaning set forth in Section 5.12.



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




     “Qualified Equity Interests” means any Equity Interests that are not
Disqualified Equity Interests.




     “Qualifying Lender” has the meaning set forth in Section 3.5(d)(iii).




     “Quarterly Payment Date” means each March 31, June 30, September 30, and
December 31 following the Closing Date.




     “Real Property” means, as of any date of determination, all real Property then
or theretofore owned, leased or occupied by Borrower and its Restricted Subsidiaries.




     “Recovery Event” means any settlement of or payment in respect of any property
or casualty insurance claim or any condemnation proceeding, eminent domain or similar
takings relating to any assets of Holdings, the Borrower and its Restricted Subsidiaries.




     “Refinanced Loans” has the meaning set forth in Section 11.2.




     “Refinanced Term Debt” has the meaning set forth in the definition of “Credit
Agreement Refinancing Indebtedness”.




     “Refinancing Amendment” means an amendment to this Agreement in form and
substance reasonably satisfactory to the Administrative Agent and the Borrower executed by
each of (a) the Borrower and Holdings, (b) the Administrative Agent and (c) each Additional
Lender and Lender that agrees to provide any portion of the Credit Agreement Refinancing
Indebtedness being incurred pursuant thereto, in accordance with Section 3.3.




     “Registered Equivalent Notes” means, with respect to any notes originally
issued in a Rule 144A or other private placement transaction under the Securities Act,
substantially identical notes (having the same Guarantees) issued in a dollar-for-dollar
exchange therefor pursuant to an exchange offer registered with the SEC.




     “Registration Rights Agreement” means the Registration Rights Agreement dated
as of the Closing Date, by and among Holdings and the Permitted Holders party thereto,
either as originally executed or as it may from time to time be supplemented, modified,
amended, extended or supplanted.




     “Regulation U” means Regulation U, as at any time amended, of the Board of
Governors of the Federal Reserve System, or any other regulations in substance substituted
therefor.




     “Reinvestment Period” means, in respect of each receipt of proceeds from any
Asset Sale or Recovery Event, a period of 360 days following the receipt thereof;
provided that such period may be extended to the date which is 90 days following
the execution by Borrower or its relevant Restricted Subsidiary of a binding agreement to
purchase or construct Replacement Assets if such binding agreement is executed within the
original 360-day period.



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     “Related Parties” means, with respect to any Person, such Person’s Affiliates
and the partners, directors, officers, managers, employees, agents and advisors of such
Person and of such Person’s Affiliates.




     “Replacement Assets” means (1) assets that shall be used or useful in a
Permitted Business (which assets may be current assets only to the extent that the assets
being replaced were current assets), (2) hard and soft costs related to works of
improvement in respect of a Permitted Business, or (3) substantially all the assets of a
Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted
Business that shall become on the date of acquisition thereof a Restricted Subsidiary.




     “Replacement Loans” has the meaning set forth in Section 11.2.




     “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, as of any date of determination, Lenders having or
holding Exposure representing more than 50% of the aggregate Exposure of all Lenders. The
Exposure of any Defaulting Lender shall be disregarded in determining Requisite Lenders at
any time.




     “Restricted Payment” means any transaction pursuant to which Holdings,
Borrower or any Restricted Subsidiary, directly or indirectly:




     (a) declares or pays (without duplication) any dividend or makes any other
payment or distribution on account of Holdings’, Borrower’s or any Restricted
Subsidiary’s Equity Interests (including, without limitation, any payment in
connection with any merger or consolidation involving Holdings, Borrower or any
Restricted Subsidiary) or to the direct or indirect holders of Holdings’,
Borrower’s or any Restricted Subsidiary’s Equity Interests in their capacity as
such (other than dividends, payments or distributions (x) payable in Equity
Interests of Holdings or Borrower or (y) to Borrower or a Restricted Subsidiary);




     (b) purchases, redeems or otherwise acquires or retires for value (including,
without limitation, in connection with any merger or consolidation involving
Holdings, Borrower or any of its Restricted Subsidiaries) any Equity Interests of
Borrower, any Restricted Subsidiary thereof, or any direct or indirect parent of
Borrower, including, without limitation, Holdings; or




     (c) makes any payment on or with respect to, or purchases, redeems, defeases
or otherwise acquires or retires for value any Indebtedness that is



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subordinated to
the Loans, except (x) a scheduled payment of interest or a payment of principal at
the Stated Maturity thereof or (y) the purchase, repurchase or other acquisition of
any such Indebtedness in anticipation of satisfying a sinking fund obligation,
principal installment or final maturity, in each case due within one year of the
date of such purchase, repurchase or other acquisition.




     “Restricted Subsidiary” of (a) the Borrower means any Subsidiary of the
Borrower that is not an Unrestricted Subsidiary and (b) of Holdings means the Borrower and
each Restricted Subsidiary of the Borrower. Unless otherwise stated herein, each reference
to a Restricted Subsidiary shall refer to a Restricted Subsidiary of the Borrower.




     “Sale and Leaseback Transaction” means, with respect to any Person, any
transaction involving any of the assets or properties of such Person whether now owned or
hereafter acquired, whereby such Person sells or otherwise transfers such assets or
properties and then or thereafter leases such assets or properties or any part thereof or
any other assets or properties which such Person intends to use for substantially the same
purpose or purposes as the assets or properties sold or transferred.




     “Sanctioned Person” means a person named on the list of “specially designated
nationals” or “blocked persons” maintained by OFAC at
www.treas.gov/offices/eotffc/ofac/sdn/index.html, or as otherwise published from time to
time.




     “SEC” means the Securities and Exchange Commission, or any Governmental Agency
succeeding to any of its principal functions.




     “Second Lien Intercreditor Agreement” means a “junior lien” intercreditor
agreement among the Administrative Agent and one or more Senior Representatives for holders
of Permitted Junior Secured Refinancing Debt in form and substance reasonably satisfactory
to the Administrative Agent.




     “Secured Bank Products Agreement” means any Bank Products Agreement that is
entered into by and between the Borrower and any Bank Products Bank.




     “Secured Hedging Obligation” means any Hedging Obligation governed by an
agreement entered into by and between the Borrower and any Hedge Bank.




     “Secured Parties” means, collectively, the Administrative Agent, the Lenders,
the Bank Products Banks, the Hedge Banks and each co-agent or sub-agent appointed by the
Administrative Agent from time to time pursuant to Section 10.2.




     “Securities Act” means the Securities Act of 1933, as amended.




     “Security Agreement” means the security agreement to be executed and delivered
by Borrower on the Closing Date, either as originally executed or as it may from time to
time be supplemented, modified, amended, extended or supplanted.



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     “Senior Officer” means (a) the chief executive officer, (b) the president,
(c) any executive vice president, (d) any senior vice president, (e) the chief financial
officer, (f) the treasurer or (g) the secretary, in each case, of the Borrower or Holdings.




     “Senior Representative” means, with respect to any series of Permitted Pari
Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt, the trustee,
administrative agent, collateral agent, security agent or similar agent under the indenture
or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained,
as the case may be, and each of their successors in such capacities.




     “Solicited Discount Proration” has the meaning set forth in Section
3.5(d)(iii).




     “Solicited Discounted Prepayment Amount” has the meaning set forth in Section
3.5(d)(i).




     “Solicited Discounted Prepayment Notice” means a written notice of the
Borrower of Solicited Discounted Prepayment Offers made pursuant to Section 3.5(d)
substantially in the form of Exhibit H.




     “Solicited Discounted Prepayment Offer” means the irrevocable written offer by
each Lender, substantially in the form of Exhibit I, submitted following the Administrative
Agent’s receipt of a Solicited Discounted Prepayment Notice.




     “Solicited Discounted Prepayment Response Date” has the meaning set forth in
Section 3.5(d)(i).




     “Specified Discount” has the meaning set forth in Section 3.5(b)(i).




     “Specified Discount Prepayment Amount” has the meaning set forth in Section
3.5(b)(i).




     “Specified Discount Prepayment Notice” means a written notice of the Borrower
Offer of Specified Discount Prepayment made pursuant to Section 3.5(b) substantially in the
form of Exhibit J.




     “Specified Discount Prepayment Response” means the irrevocable written
response by each Lender, substantially in the form of Exhibit K, to a Specified Discount
Prepayment Notice.




     “Specified Discount Prepayment Response Date” has the meaning set forth in
Section 3.5(b)(i).




     “Specified Discount Proration” has the meaning set forth in Section
3.5(b)(iii).




     “Specified Transaction” means any Investment that results in a Person becoming
a Restricted Subsidiary, any designation of a Subsidiary as a Restricted Subsidiary or an
Unrestricted Subsidiary, any acquisition permitted under this Agreement, any Disposition
that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Borrower, any



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Investment constituting an acquisition of assets constituting a business unit, line of
business or division of another Person or any Disposition of a business unit, line of
business or division of the Borrower or a Restricted Subsidiary, in each case whether by
merger, consolidation, amalgamation or otherwise, or any incurrence or repayment of
Indebtedness (other than Indebtedness incurred or repaid under any revolving credit
facility in the ordinary course of business for working capital purposes) or Restricted
Payment that by the terms of this Agreement requires such test to be calculated on a “Pro
Forma Basis”.




     “Stated Maturity” means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of interest or
principal was scheduled to be paid in the original documentation governing such
Indebtedness, and shall not include any contingent obligations to repay, redeem or
repurchase any such interest or principal prior to the date originally scheduled for the
payment thereof.



          “Submitted Amount” has the meaning set forth in Section 3.5(c)(i).




     “Submitted Discount” has the meaning set forth in Section 3.5(c)(i).




     “Subordinated Obligations” means (a) the obligations of Borrower or any of its
Subsidiaries to make payments of Management Fees or other amounts under the Management
Agreement to the Manager or any Affiliate thereof but only to the extent the payment
thereof is expressly subordinated by its terms in right of payment to the Obligations and
(b) any obligation of Borrower or any of its Subsidiaries to any other Person that is
subordinated by its terms in right of payment to the Obligations or to all Indebtedness of
Borrower or such Subsidiary, in a manner which is acceptable to the Requisite Lenders in
their sole discretion and the terms of which, including, without limitation, the
representations, warranties, covenants, defaults, tenor and pricing, are reasonably
acceptable to the Requisite Lenders.




     “Subordination, Non Disturbance and Attornment Agreements” means
subordination, non disturbance and/or attornment agreements entered into by the
Administrative Agent at the request of Borrower with commercial tenants on the Real
Property, in a form acceptable to the Administrative Agent.




     “Subsidiary” means, with respect to any specified Person:




     (a) any corporation, association or other business entity of which more than 50% of
the total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such Person or one
or more of the other Subsidiaries of that Person (or a combination thereof), and




     (b) any partnership (i) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (ii) the only general partners of
which are such Person or one or more Subsidiaries of such Person (or any combination
thereof).



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     “Subsidiary Guarantor” means any Restricted Subsidiary that guarantees the
Obligations pursuant to a Subsidiary Guaranty.




     “Subsidiary Guaranty” means a Guarantee of the Obligations to be executed and
delivered by each Restricted Subsidiary in accordance with Section 5.10, either as
originally executed or as it may from time to time be supplemented, modified, amended,
extended or supplanted.




     “Swap Termination Value” means, in respect of any one or more Hedging
Agreements, after taking into account the effect of any legally enforceable netting
agreement relating to such Hedging Agreements, (a) for any date on or after the date such
Hedging Agreements have been closed out and termination value(s) determined in accordance
therewith, such termination value(s), and (b) for any date prior to the date referenced in
clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedging
Agreements, as determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Hedging Agreements (which may include
a Lender or any Affiliate of a Lender).




     “Tax Amount” means, with respect to any taxable year, the product of (i) the
amount of the taxable income of Borrower and its Subsidiaries for such taxable year
determined in accordance with GAAP multiplied by (ii) the Applicable Tax Rate.




     “Test Period” in effect at any time means the most recent period of four
consecutive fiscal quarters of Holdings ended on or prior to such time (taken as one
accounting period) in respect of which financial statements for each quarter or fiscal year
in such period have been or are required to be delivered pursuant to Section 4.5 or
Section 7.1(a) or (b), as applicable; provided that, prior to the first date that
financial statements have been or are required to be delivered pursuant to Section 7.1(a)
or (b), the Test Period in effect shall be the period of four consecutive fiscal quarters
of the Borrower ended immediately prior to the Closing Date. A Test Period may be
designated by reference to the last day thereof (i.e., the “March 31, 2011 Test Period”
refers to the period of four consecutive fiscal quarters of the Borrower ended March 31,
2011), and a Test Period shall be deemed to end on the last day thereof.




     “to the best knowledge of” means, when modifying a representation, warranty or
other statement of the Borrower, that the fact or situation described therein is known by
the Senior Officer 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 Senior Officer.




     “Trademark Collateral Assignment” means the trademark collateral assignment
executed and delivered by Borrower on the Closing Date, either as originally executed or as
it may from time to time be supplemented, modified, amended, extended or supplanted.




     “tranche” has the meaning set forth in Section 3.4.



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     “Unrestricted Subsidiary” means any Subsidiary of the Borrower that is
designated by the Borrower as an Unrestricted Subsidiary and any Subsidiary of such
Subsidiary.




     “Voting Stock” of any Person as of any date means the Capital Stock of such
Person that is ordinarily entitled to vote in the election of the Board of Directors of
such Person.




     “Weighted Average Life to Maturity” means, when applied to any Indebtedness at
any date, the number of years obtained by dividing:




     (a) the sum of the products obtained by multiplying (i) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (ii) the number of
years (calculated to the nearest one-twelfth) that shall elapse between such date and the
making of such payment; by




     (b) the then outstanding principal amount of such Indebtedness.




     “Wilmington Trust” means Wilmington Trust, National Association, its
successors and assigns.




     “Wholly Owned Restricted Subsidiary” of any specified Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors’ qualifying shares) shall at the time be
owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person.



          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, GAAP applied on a consistent basis, except as
otherwise specifically prescribed herein.



          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.



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          1.6 Miscellaneous Terms. With reference to this Agreement and each other Loan
Document, unless otherwise specified herein or in such other Loan Document:




          (a) The meanings of defined terms are equally applicable to the singular
and plural forms of the defined terms.




          (b) The words “herein,” “hereto,” “hereof and
”hereunder” and words of similar import when used in any Loan Document shall
refer to such Loan Document as a whole and not to any particular provision thereof.




          (c) Article, Section, Exhibit and Schedule references are to the Loan Document in
which such reference appears.




          (d) The term “including” is by way of example and not limitation.




          (e) The term “or” is not exclusive.




          (f) The term “documents” includes any and all instruments, documents, agreements,
certificates, notices, reports, financial statements and other writings, however evidenced,
whether in physical or electronic form.




          (g) In the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including;” the words “to” and “until” each mean “to
but excluding;” and the word “through” means “to and including.”




          (h) Any definition of or reference to any agreement, instrument or other document
shall be construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any restrictions on
such amendments, supplements or other modifications set forth herein or in any other Loan
Document).



ARTICLE 2

LOANS




          2.1 Loans.




          (a) Loans and Commitments. Pursuant to the Plan of Reorganization, on
the Closing Date, each Lender shall be deemed to have made a Loan to the Borrower, and the
Borrower shall be deemed to have requested a Loan from such Lender, in the amount of such
Lender’s Commitment. Any Loans (or any portion thereof) repaid or prepaid hereunder may
not be reborrowed. If not previously paid, the Loans and all other amounts owed hereunder
with respect to the Loans shall be paid in full no later than the Maturity Date.




          (b) Each Lender’s Commitment shall terminate immediately and without further action on
the Closing Date after giving effect to the making of such Lender’s Loan on such date as
provided in clause (a) above.



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          2.2 Collateral. The Obligations shall be secured by the Collateral pursuant to the
Collateral Documents.



ARTICLE 3

PAYMENTS AND FEES




          3.1 Interest.




          (a) Each Loan shall bear interest on the unpaid principal amount thereof (including any
capitalized interest as provided in clause (c) below) from the Closing Date 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.
Subject to Section 3.10, the unpaid principal amount of any Loan shall bear interest at a
rate per annum equal to the Applicable Interest Rate.




          (b) [Reserved]




          (c) Except as otherwise set forth herein, interest on each Loan shall be payable in
arrears on each Quarterly Payment Date by adding the accrued and unpaid interest for the
applicable Interest Period (or that portion of any Interest Period that occurs prior to the
third anniversary of the Closing Date in the case of the Interest Period in which the third
anniversary of the Closing Date occurs) to the outstanding principal amount of such Loan on
and as of the applicable Quarterly Payment Date; provided that (i) from and after
the Closing Date, the Borrower may elect to pay interest in cash on all or any portion of
the outstanding Loans with respect to any Interest Period by delivering to the
Administrative Agent a written election (the “Cash Interest Election”) at least
three (3) Business Days prior to the commencement of such applicable Interest Period, in
which case such interest shall be payable in arrears in cash on the Quarterly Payment Date
that occurs on the last day of such Interest Period and (ii) with respect to any Interest
Period (or that portion of any Interest Period that occurs on or after the third anniversary
of the Closing Date in the case of the Interest Period in which the third anniversary of the
Closing Date occurs) occurring after the third anniversary of the Closing Date, interest on
each Loan shall be payable in arrears in cash on the Quarterly Payment Date that occurs on
the last day of such Interest Period. Amounts representing accrued interest which are added
to the outstanding principal amount of Loans shall thereafter bear interest in accordance
with Section 3.1(a) and shall otherwise be treated as Loans for purposes of this Agreement
and the other Loan Documents.



          3.2 Principal Payments. The outstanding principal amount of the Loans shall be payable as
follows:




          (a) In addition to the provisions of Sections 3.3 and 3.4, the Loans 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



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this Section, (i) any partial prepayment shall be not less than $1,000,000 and in an
integral multiple of $500,000, and (ii) the Administrative Agent shall have received written
notice of any prepayment by 9:00 a.m. Nevada time on the Business Day prior to the date of
prepayment (which must be a Business Day).




          (b) If not sooner paid, the unpaid principal amount of each Loan (and all other
Obligations) shall in any event be payable on the Maturity Date.




          (c) Asset Sales. Not later than five Business Days following the receipt of
any Net Proceeds of any Asset Sale by Borrower or any of its Restricted Subsidiaries,
Borrower shall make prepayments in accordance with Section 3.2(f) in an aggregate amount
equal to 100% of such Net Proceeds; provided that:




          (i) no such prepayment shall be required under this Section 3.2(c) with respect
to (A) any Asset Sale permitted by Section 6.1 (other than Section 6.1(g)), (B) the
Disposition of property which constitutes a Recovery Event, or (C) Asset Sales for
fair market value resulting in no more than $1,000,000 in Net Proceeds per Asset
Sale (or series of related Asset Sales) and less than $5,000,000 in Net Proceeds in
any fiscal year; and




          (ii) such proceeds shall not be required to be so applied on such date to the
extent that Borrower shall have delivered a certificate of a Senior Officer to the
Administrative Agent on or prior to such date stating that such Net Proceeds are
expected to be reinvested in Replacement Assets within the Reinvestment Period
applicable to such proceeds; provided that if all or any portion of such Net
Proceeds is not so reinvested within such Reinvestment Period, such unused portion
shall be applied on the last day of such period as a mandatory prepayment as
provided in this Section 3.2(c).




          (d) Recovery Events. Not later than five Business Days following the receipt
of any Net Proceeds from a Recovery Event by Borrower or any of its Restricted Subsidiaries,
Borrower shall make prepayments in accordance with Section 3.2(f) in an aggregate amount
equal to 100% of such Net Proceeds; provided that:




          (i) no such prepayment shall be required under this Section 3.2(d) with respect
to Recovery Events resulting in no more than $1,000,000 in Net Proceeds per Recovery
Event (or series of related Recovery Events) and less than $5,000,000 in Net
Proceeds in any fiscal year; and




          (ii) such proceeds shall not be required to be so applied on such date to the
extent that Borrower shall have delivered a certificate of a Senior Officer to the
Administrative Agent on or prior to such date stating that such proceeds are
expected to be used to repair, replace or restore any Property in respect of which
such Net Proceeds were paid or to reinvest in Replacement Assets of a similar
character during the Reinvestment Period applicable to such proceeds;
provided that if all or any portion of such Net Proceeds is not so applied



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within such Reinvestment Period, such unused portion shall be applied on the
last day of such period as a mandatory prepayment as provided in this Section
3.2(d).




          (e) Indebtedness. Not later than one Business Day following the receipt of any
Net Proceeds from the incurrence or issuance of any Indebtedness (A) not expressly permitted
to be incurred or issued pursuant to Section 6.3 or (B) that constitutes Credit Agreement
Refinancing Indebtedness, in each case, by Borrower or any of its Restricted Subsidiaries,
Borrower shall make prepayments in accordance with Section 3.2(f) in an aggregate amount
equal to 100% of such Net Proceeds.




          (f) (A) Except as may otherwise be set forth in any Refinancing Amendment or Extension
Offer, each prepayment of Loans pursuant to this Section 3.2 shall be applied ratably to
each Class of Loans then outstanding (provided that any prepayment of Loans with the
Net Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each
applicable Class of Refinanced Term Debt) and (B) each such prepayment shall be paid to the
Lenders in accordance with their respective Pro Rata Shares of such prepayment.



          3.3 Refinancing Amendments. At any time after the Closing Date, the Borrower may obtain,
from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of
all or any portion of the Loans then outstanding under this Agreement (which for purposes of this
Section 3.3 will be deemed to include any then outstanding Other Loans or Extended Loans), in the
form of Other Loans or Other Term Commitments in each case pursuant to a Refinancing Amendment;
provided that such Credit Agreement Refinancing Indebtedness (i) will rank pari passu in
right of payment and of security with the other Loans and Commitments hereunder, (ii) will have
such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower
and the Lenders thereof; (iii) will have a later maturity date than, and will have a Weighted
Average Life to Maturity equal to or greater than, the Loans being refinanced and (iv) except as
set forth in clause (ii) above, will have terms and conditions that are substantially identical to,
or (taken as a whole) are no more favorable to the lenders or holders providing such Credit
Agreement Refinancing Indebtedness than those applicable to the Loans being refinanced;
provided, further, that the terms and conditions applicable to such Credit
Agreement Refinancing Indebtedness may provide for any additional or different financial or other
covenants or other provisions that are agreed between the Borrower and the Lenders thereof and
applicable only during periods after the Latest Maturity Date that is in effect on the date such
Credit Agreement Refinancing Indebtedness is issued, incurred or obtained. Any Other Loans may
participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro
rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable
Refinancing Amendment. The effectiveness of any Refinancing Amendment shall be subject to the
satisfaction on the date thereof of each of the conditions set forth in Section 8.1(c) on and as of
the date thereof, provided that, to the extent that any representations and warranties
referred to in Section 8.1(c) specifically refer to an earlier date, they shall be true and correct
in all material respects as of such earlier date, and, to the extent reasonably requested by the
Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions,
officers’ certificates and/or reaffirmation agreements consistent with those delivered on the
Closing Date under Section 8.1 or otherwise in form and substance
reasonably satisfactory to the Administrative Agent. Each Credit Agreement Refinancing



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Indebtedness incurred under this Section 3.3 shall be in an aggregate principal amount that is not
less than $10,000,000. The Administrative Agent shall promptly notify each Lender as to the
effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon
the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the
extent (but only to the extent) necessary to reflect the existence and terms of the Credit
Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to
treat the Loans and Commitments subject thereto as Other Loans and/or Other Term Commitments). Any
Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this
Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable
opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 3.3.
This Section 3.3 shall supersede any provisions in Section 3.13(b), 11.2 or 11.10 to the contrary.





          3.4 Extension of Loans.  Notwithstanding anything to the contrary in this
Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from
time to time by the Borrower to all Lenders of Loans with a like Maturity Date on a pro rata
basis (based on the aggregate outstanding principal amount of the respective Loans with the
same Maturity Date) and on the same terms to each such Lender, the Borrower may from time to
time with the consent of any Lender (an “Extending Lender”) that shall have accepted
such offer extend the maturity date of any Loans and otherwise modify the terms of such
Loans of such Lender pursuant to the terms of the relevant Extension Offer (including,
without limitation, by increasing the interest rate or fees payable in respect of such Loans
and/or modifying the amortization schedule in respect of such Loans) (each, an
“Extension”, and each group of Loans as so extended (each, an “Extended
Loan”), as well as the original Loans not so extended, being a “tranche”; any
Extended Loans shall constitute a separate tranche of Loans from the tranche of Loans from
which they were converted), so long as the following terms are satisfied: (i) no Default
shall exist at the time the notice in respect of an Extension Offer is delivered to the
Lenders, and no Default shall exist immediately prior to or after giving effect to the
effectiveness of any Extended Loans, (ii) except as to interest rates, fees, final maturity
date, amortization, premium, required prepayment dates and participation in prepayments
(which shall, subject to the immediately succeeding clauses (iii), (iv) and (v), be
determined by the Borrower and set forth in the relevant Extension Offer) and except for
covenants or other provisions contained therein applicable only to periods after the then
Latest Maturity Date, the Loans of any Lender extended pursuant to any Extension shall have
the same terms as the tranche of Loans subject to such Extension Offer, (iii) the final
maturity date of any Extended Loans shall be no earlier than the then Latest Maturity Date
at the time of extension and there shall be no scheduled amortization payments for periods
prior to the Original Loan Maturity Date, (iv) the Weighted Average Life to Maturity of any
Extended Loans shall be no shorter than the remaining Weighted Average Life to Maturity of
the Loans extended thereby, (v) any Extended Loans may participate on a pro rata basis or on
a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or
mandatory prepayments hereunder, as specified in the applicable Extension
Offer, (vi) if the aggregate principal amount of Loans (calculated on the face amount
thereof) in respect of which Lenders shall have accepted the relevant Extension Offer shall
exceed the maximum aggregate principal amount of Loans offered to be extended by the
Borrower pursuant to such Extension Offer, then the Loans of such Lenders shall



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be extended
ratably up to such maximum amount based on the respective principal amounts (but not to
exceed actual holdings of record) with respect to which such Lenders have accepted such
Extension Offer, (vii) all documentation in respect of such Extension shall be consistent
with the foregoing, (viii) any applicable Minimum Extension Condition shall be satisfied
unless waived by the Borrower and (ix) the interest rate applicable to any Extended Loans
will be determined by the Borrower and the lenders providing such Extended Loans.




          (b) With respect to all Extensions consummated by the Borrower pursuant to this Section
3.4, (i) such Extensions shall not constitute a voluntary or mandatory payment or
prepayments for purposes of Section 3.2 and (ii) any Extension Offer is required to be in a
minimum amount of $10,000,000, provided that the Borrower may at its election
specify as a condition (a “Minimum Extension Condition”) to consummating any such
Extension that a minimum amount (to be determined and specified in the relevant Extension
Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Loans of any
or all applicable tranches be tendered.




          (c) The Lenders hereby irrevocably authorize the Administrative Agent to enter into
amendments to this Agreement and the other Loan Documents with the Borrower as may be
necessary in order to establish new tranches or sub-tranches in respect of Loans so extended
and such technical amendments as may be necessary or appropriate in the reasonable opinion
of the Administrative Agent and the Borrower in connection with the establishment of such
new tranches or sub-tranches, in each case on terms consistent with this Section 3.4 (each,
an “Extension Amendment”).




          (d) In connection with any Extension, the Borrower shall provide the Administrative
Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the
Administrative Agent) prior written notice thereof, and shall agree to such procedures, if
any, as may be established by, or acceptable to, the Administrative Agent, in each case
acting reasonably, to accomplish the purposes of this Section 3.4.




          (e) This Section 3.4 shall supersede any provisions in Section 3.13(b), 11.2 or 11.10
to the contrary.



     3.5 Prepayment Offers. Notwithstanding anything in any Loan Document to the contrary, so
long as no Default or Event of Default has occurred and is continuing, the Borrower may prepay the
outstanding Loans (which shall, for the avoidance of doubt, be automatically and permanently
canceled immediately upon acquisition by the Borrower) Loans on the following basis:




          (a) The Borrower shall have the right to make a voluntary prepayment of Loans at a
discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower
Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted
Loan Prepayment”), in each case made in accordance with this Section 3.5;
provided that the Borrower shall not initiate any action under this Section 3.5 in
order to make a Discounted Loan Prepayment unless (i) at least ten (10) Business Days shall
have passed



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since the consummation of the most recent Discounted Loan Prepayment as a result
of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date;
or (ii) at least three (3) Business Days shall have passed since the date the Borrower was
notified that no Lender was willing to accept any prepayment of any Loan at the Specified
Discount, within the Discount Range or at any discount to par value, as applicable, or in
the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the
Borrower’s election not to accept any Solicited Discounted Prepayment Offers.




     (b) (i) Subject to the proviso to subsection (a) above, the Borrower may from
time to time offer to make a Discounted Loan Prepayment by providing the Auction
Agent with five (5) Business Days’ notice in the form of a Specified Discount
Prepayment Notice; provided that (I) any such offer shall be made available,
at the sole discretion of the Borrower, to (x) each Lender and/or (y) each Lender
with respect to any Class of Loans on an individual tranche basis, (II) any such
offer shall specify the aggregate principal amount of Loans offered to be prepaid
(the “Specified Discount Prepayment Amount”) with respect to each applicable
tranche, the tranche or tranches of Loans subject to such offer and the specific
percentage discount to par (the “Specified Discount”) of such Loans to be
prepaid (it being understood that different Specified Discounts and/or Specified
Discount Prepayment Amounts may be offered with respect to different tranches of
Loans and, in such event, each such offer will be treated as a separate offer
pursuant to the terms of this clause), (III) the Specified Discount Prepayment
Amount shall be in an aggregate amount not less than $5,000,000 and whole increments
of $1,000,000 in excess thereof and (IV) each such offer shall remain outstanding
through the Specified Discount Prepayment Response Date. The Auction Agent will
promptly provide each Appropriate Lender with a copy of such Specified Discount
Prepayment Notice and a form of the Specified Discount Prepayment Response to be
completed and returned by each such Lender to the Auction Agent (or its delegate) by
no later than 2:00 p.m., Nevada time, on the third Business Day after the date of
delivery of such notice to such Lenders (the “Specified Discount Prepayment
Response Date”).




          (ii) Each Lender receiving such offer shall notify the Auction Agent (or its
delegate) by the Specified Discount Prepayment Response Date whether or not it
agrees to accept a prepayment of any of its applicable then outstanding Loans at the
Specified Discount and, if so (such accepting Lender, a “Discount Prepayment
Accepting Lender”), the amount and the tranches of such Lender’s Loans to be
prepaid at such offered discount. Each acceptance of a Discounted Loan Prepayment by
a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose
Specified Discount Prepayment Response is not received by the Auction Agent by the
Specified Discount Prepayment
Response Date shall be deemed to have declined to accept the applicable
Borrower Offer of Specified Discount Prepayment.




          (iii) If there is at least one Discount Prepayment Accepting Lender, the
Borrower will make a prepayment of outstanding Loans pursuant to



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this clause (b) to
each Discount Prepayment Accepting Lender in accordance with the respective
outstanding amount and tranches of Loans specified in such Lender’s Specified
Discount Prepayment Response given pursuant to subclause (ii) above;
provided that, if the aggregate principal amount of Loans accepted for
prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified
Discount Prepayment Amount, such prepayment shall be made pro rata among the
Discount Prepayment Accepting Lenders in accordance with the respective principal
amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and
the Auction Agent (in consultation with the Borrower and subject to rounding
requirements of the Auction Agent made in its reasonable discretion) will calculate
such proration (the “Specified Discount Proration”). The Auction Agent shall
promptly, and in any case within three (3) Business Days following the Specified
Discount Prepayment Response Date, notify (I) the Borrower of the respective
Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the
aggregate principal amount of the Discounted Loan Prepayment and the tranches to be
prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the
aggregate principal amount and the tranches of Loans to be prepaid at the Specified
Discount on such date and (III) each Discount Prepayment Accepting Lender of the
Specified Discount Proration, if any, and confirmation of the principal amount and
tranche of Loans of such Lender to be prepaid at the Specified Discount on such
date. Each determination by the Auction Agent of the amounts stated in the foregoing
notices to the Borrower and such Lenders shall be conclusive and binding for all
purposes absent manifest error. The payment amount specified in such notice to the
Borrower shall be due and payable by the Borrower on the Discounted Prepayment
Effective Date in accordance with clause (f) below (subject to clause (j) below).




     (c) (i) Subject to the proviso to subsection (a) above, the Borrower may from
time to time solicit Discount Range Prepayment Offers by providing the Auction Agent
with five (5) Business Days’ notice in the form of a Discount Range Prepayment
Notice; provided that (I) any such solicitation shall be extended, at the
sole discretion of the Borrower, to (x) each Lender and/or (y) each Lender with
respect to any Class of Loans on an individual tranche basis, (II) any such notice
shall specify the maximum aggregate principal amount of the relevant Loans (the
“Discount Range Prepayment Amount”), the tranche or tranches of Loans
subject to such offer and the maximum and minimum percentage discounts to par (the
“Discount Range”) of the principal amount of such Loans with respect to each
relevant tranche of Loans willing to be prepaid by the Borrower (it being understood
that different Discount Ranges and/or Discount Range Prepayment Amounts may be
offered with respect to different tranches of
Loans and, in such event, each such offer will be treated as separate offer
pursuant to the terms of this clause), (III) the Discount Range Prepayment Amount
shall be in an aggregate amount not less than $5,000,000 and whole increments of
$1,000,000 in excess thereof and (IV) each such solicitation by the Borrower shall
remain outstanding through the Discount Range Prepayment Response Date. The Auction
Agent will promptly provide each Appropriate Lender with a copy of



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such Discount
Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be
submitted by a responding Lender to the Auction Agent (or its delegate) by no later
than 2:00 p.m., Nevada time, on the third Business Day after the date of delivery of
such notice to such Lenders (the “Discount Range Prepayment Response Date”).
Each Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify
a discount to par within the Discount Range (the “Submitted Discount”) at
which such Lender is willing to allow prepayment of any or all of its then
outstanding Loans of the applicable tranche or tranches and the maximum aggregate
principal amount and tranches of such Lender’s Loans (the “Submitted
Amount”) such Lender is willing to have prepaid at the Submitted Discount. Any
Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by
the Discount Range Prepayment Response Date shall be deemed to have declined to
accept a Discounted Loan Prepayment of any of its Loans at any discount to their par
value within the Discount Range.




          (ii) The Auction Agent shall review all Discount Range Prepayment Offers
received on or before the applicable Discount Range Prepayment Response Date and
shall determine (in consultation with the Borrower and subject to rounding
requirements of the Auction Agent made in its sole reasonable discretion) the
Applicable Discount and Loans to be prepaid at such Applicable Discount in
accordance with this clause (c). The Borrower agrees to accept on the Discount Range
Prepayment Response Date all Discount Range Prepayment Offers received by the
Auction Agent by the Discount Range Prepayment Response Date, in the order from the
Submitted Discount that is the largest discount to par to the Submitted Discount
that is the smallest discount to par, up to and including the Submitted Discount
that is the smallest discount to par within the Discount Range (such Submitted
Discount that is the smallest discount to par within the Discount Range being
referred to as the “Applicable Discount”) which yields a Discounted Loan
Prepayment in an aggregate principal amount equal to the lower of (I) the Discount
Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that
has submitted a Discount Range Prepayment Offer to accept prepayment at a discount
to par that is larger than or equal to the Applicable Discount shall be deemed to
have irrevocably consented to prepayment of Loans equal to its Submitted Amount
(subject to any required proration pursuant to the following subclause (iii)) at the
Applicable Discount (each such Lender, a “Participating Lender”).




          (iii) If there is at least one Participating Lender, the Borrower will prepay
the respective outstanding Loans of each Participating Lender in the
aggregate principal amount and of the tranches specified in such Lender’s
Discount Range Prepayment Offer at the Applicable Discount; provided that if
the Submitted Amount by all Participating Lenders offered at a discount to par
greater than the Applicable Discount exceeds the Discount Range Prepayment Amount,
prepayment of the principal amount of the relevant Loans for those Participating
Lenders whose Submitted Discount is a discount to par greater than or equal to the
Applicable Discount (the “Identified Participating Lenders”) shall be made



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pro rata among the Identified Participating Lenders in accordance with the Submitted
Amount of each such Identified Participating Lender and the Auction Agent (in
consultation with the Borrower and subject to rounding requirements of the Auction
Agent made in its sole reasonable discretion) will calculate such proration (the
“Discount Range Proration”). The Auction Agent shall promptly, and in any
case within five (5) Business Days following the Discount Range Prepayment Response
Date, notify (I) the Borrower of the respective Lenders’ responses to such
solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and
the aggregate principal amount of the Discounted Loan Prepayment and the tranches to
be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, the
Applicable Discount, and the aggregate principal amount and tranches of Loans to be
prepaid at the Applicable Discount on such date, (III) each Participating Lender of
the aggregate principal amount and tranches of such Lender to be prepaid at the
Applicable Discount on such date, and (IV) if applicable, each Identified
Participating Lender of the Discount Range Proration. Each determination by the
Auction Agent of the amounts stated in the foregoing notices to the Borrower and
Lenders shall be conclusive and binding for all purposes absent manifest error. The
payment amount specified in such notice to the Borrower shall be due and payable by
the Borrower on the Discounted Prepayment Effective Date in accordance with clause
(f) below (subject to clause (j) below).




     (d) (i) Subject to the proviso to clause (a) above, the Borrower may from time
to time solicit Solicited Discounted Prepayment Offers by providing the Auction
Agent with five (5) Business Days’ notice in the form of a Solicited Discounted
Prepayment Notice; provided that (I) any such solicitation shall be
extended, at the sole discretion of the Borrower, to (x) each Lender and/or (y) each
Lender with respect to any Class of Loans on an individual tranche basis, (II) any
such notice shall specify the maximum aggregate principal amount of the Loans (the
“Solicited Discounted Prepayment Amount”) and the tranche or tranches of
Loans the Borrower is willing to prepay at a discount (it being understood that
different Solicited Discounted Prepayment Amounts may be offered with respect to
different tranches of Loans and, in such event, each such offer will be treated as
separate offer pursuant to the terms of this clause), (III) the Solicited Discounted
Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole
increments of $1,000,000 in excess thereof and (IV) each such solicitation by the
Borrower shall remain outstanding through the Solicited Discounted Prepayment
Response Date. The Auction Agent will promptly provide each Appropriate Lender with
a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment
Offer to be submitted by a responding Lender to the Auction Agent (or its delegate)
by no later than 2:00 p.m., Nevada time on the third Business Day after the date of
delivery of such notice to such Lenders (the “Solicited Discounted Prepayment
Response Date”). Each Lender’s Solicited Discounted Prepayment Offer shall (x)
be irrevocable, (y) remain outstanding until the Acceptance Date, and (z) specify
both a discount to par (the “Offered Discount”) at which such Lender is
willing to allow prepayment of its then outstanding Loan



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and the maximum aggregate
principal amount and tranches of such Loans (the “Offered Amount”) such
Lender is willing to have prepaid at the Offered Discount. Any Lender whose
Solicited Discounted Prepayment Offer is not received by the Auction Agent by the
Solicited Discounted Prepayment Response Date shall be deemed to have declined
prepayment of any of its Loans at any discount.




          (ii) The Auction Agent shall promptly provide the Borrower with a copy of all
Solicited Discounted Prepayment Offers received on or before the Solicited
Discounted Prepayment Response Date. The Borrower shall review all such Solicited
Discounted Prepayment Offers and select the largest of the Offered Discounts
specified by the relevant responding Lenders in the Solicited Discounted Prepayment
Offers that is acceptable to the Borrower (the “Acceptable Discount”), if
any. If the Borrower elects to accept any Offered Discount as the Acceptable
Discount, then as soon as practicable after the determination of the Acceptable
Discount, but in no event later than by the third Business Day after the date of
receipt by the Borrower from the Auction Agent of a copy of all Solicited Discounted
Prepayment Offers pursuant to the first sentence of this subclause (ii) (the
“Acceptance Date”), the Borrower shall submit an Acceptance and Prepayment
Notice to the Auction Agent setting forth the Acceptable Discount. If the Auction
Agent shall fail to receive an Acceptance and Prepayment Notice from the Borrower by
the Acceptance Date, the Borrower shall be deemed to have rejected all Solicited
Discounted Prepayment Offers.




          (iii) Based upon the Acceptable Discount and the Solicited Discounted
Prepayment Offers received by Auction Agent by the Solicited Discounted Prepayment
Response Date, within three (3) Business Days after receipt of an Acceptance and
Prepayment Notice (the “Discounted Prepayment Determination Date”), the
Auction Agent will determine (in consultation with the Borrower and subject to
rounding requirements of the Auction Agent made in its sole reasonable discretion)
the aggregate principal amount and the tranches of Loans (the “Acceptable
Prepayment Amount”) to be prepaid by the Borrower at the Acceptable Discount in
accordance with this Section 3.5(d). If the Borrower elects to accept any Acceptable
Discount, then the Borrower agrees to accept all Solicited Discounted Prepayment
Offers received by Auction Agent by the Solicited Discounted Prepayment Response
Date, in the order from largest Offered Discount to smallest Offered Discount, up to
and including the Acceptable Discount. Each Lender that has submitted a Solicited
Discounted Prepayment Offer with an Offered Discount that is greater than or equal to the
Acceptable Discount shall be deemed to have irrevocably consented to prepayment of
Loans equal to its Offered Amount (subject to any required pro-rata reduction
pursuant to the following sentence) at the Acceptable Discount (each such Lender, a
“Qualifying Lender”). The Borrower will prepay outstanding Loans pursuant to
this clause (d) to each Qualifying Lender in the aggregate principal amount and of
the tranches specified in such Lender’s Solicited Discounted Prepayment Offer at the
Acceptable Discount; provided that if the aggregate Offered Amount by all
Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable
Discount exceeds the Solicited Discounted Prepayment Amount, prepayment of the
principal amount of the Loans for those Qualifying Lenders whose Offered Discount is



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greater than or equal to the Acceptable Discount (the “Identified Qualifying
Lenders”) shall be made pro rata among the Identified Qualifying Lenders in
accordance with the Offered Amount of each such Identified Qualifying Lender and the
Auction Agent (in consultation with the Borrower and subject to rounding
requirements of the Auction Agent made in its sole reasonable discretion) will
calculate such proration (the “Solicited Discount Proration”). On or prior
to the Discounted Prepayment Determination Date, the Auction Agent shall promptly
notify (I) the Borrower of the Discounted Prepayment Effective Date and Acceptable
Prepayment Amount comprising the Discounted Loan Prepayment and the tranches to be
prepaid, (II) each Lender of the Discounted Prepayment Effective Date, the
Acceptable Discount, and the Acceptable Prepayment Amount of all Loans and the
tranches to be prepaid at the Applicable Discount on such date, (III) each
Qualifying Lender of the aggregate principal amount and the tranches of such Lender
to be prepaid at the Acceptable Discount on such date, and (IV) if applicable, each
Identified Qualifying Lender of the Solicited Discount Proration. Each determination
by the Auction Agent of the amounts stated in the foregoing notices to the Borrower
and Lenders shall be conclusive and binding for all purposes absent manifest error.
The payment amount specified in such notice to the Borrower shall be due and payable
by the Borrower on the Discounted Prepayment Effective Date in accordance with
clause (f) below (subject to clause (j) below).




          (e) In connection with any Discounted Loan Prepayment, the Borrower and the Lenders
acknowledge and agree that the Auction Agent may require as a condition to any Discounted
Loan Prepayment the payment of customary fees and expenses from the Borrower in connection
therewith.




          (f) If any Loan is prepaid in accordance with clauses (b) through (d) above, the
Borrower shall prepay such Loans on the Discounted Prepayment Effective Date. The Borrower
shall make such prepayment to the Administrative Agent, for the account of the Discount
Prepayment Accepting Lenders, Participating Lenders or Qualifying Lenders, as applicable, at
the Administrative Agent’s Office in immediately available funds not later than 11:00 a.m.
(Nevada time) on the Discounted Prepayment Effective Date and all such prepayments shall be
applied to the remaining principal installments of the relevant tranche of Loans on a
pro-rata basis across such installments. The Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par
principal amount so prepaid up to, but not including, the Discounted Prepayment Effective
Date. Each prepayment of the outstanding Loans pursuant to this Section 3.5 shall be paid to
the Discount Prepayment Accepting Lenders, Participating Lenders or Qualifying Lenders, as
applicable, and shall be applied to the relevant Loans of such Lenders in accordance with
their respective Pro Rata Share. The aggregate principal amount of the tranches and
installments (if any) of the relevant Loans outstanding shall be deemed reduced by the full
par value of the aggregate principal amount of the tranches of Loans prepaid (or, if there
are no installments, the aggregate principal amount of the tranches of the relevant Loans
shall be reduced on a pro rata basis) on the Discounted



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Prepayment Effective Date in any
Discounted Loan Prepayment. In connection with each prepayment pursuant to this Section
3.5, the Borrower shall make a representation to the Lenders that it does not possess
material non-public information with respect to Holdings and its Subsidiaries or the
securities of any of them that has not been disclosed to the Lenders generally (other than
Lenders who elect not to receive such information).




          (g) To the extent not expressly provided for herein, each Discounted Loan Prepayment
shall be consummated pursuant to procedures consistent with the provisions in this Section
3.5, established by the Auction Agent acting in its reasonable discretion and as reasonably
agreed by the Borrower.




          (h) Notwithstanding anything in any Loan Document to the contrary, for purposes of this
Section 3.5, each notice or other communication required to be delivered or otherwise
provided to the Auction Agent (or its delegate) shall be deemed to have been given upon
Auction Agent’s (or its delegate’s) actual receipt during normal business hours of such
notice or communication; provided that any notice or communication actually received
outside of normal business hours shall be deemed to have been given as of the opening of
business on the next Business Day.




          (i) The Borrower and the Lenders acknowledge and agree that the Auction Agent may
perform any and all of its duties under this Section 3.5 by itself or through any Affiliate
of the Auction Agent and expressly consent to any such delegation of duties by the Auction
Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The
exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the
Auction Agent and its respective activities in connection with any Discounted Loan
Prepayment provided for in this Section 3.5 as well as activities of the Auction Agent.




          (j) The Borrower shall have the right, by written notice to the Auction Agent, to
revoke in full (but not in part) its offer to make a Discounted Loan Prepayment and rescind
the applicable Specified Discount Prepayment Notice, Specified Range Prepayment Notice or
Solicited Discount Prepayment Notice therefor at its discretion at any time on or prior to
the applicable Specified Discount Prepayment Response Date (and if such offer is revoked
pursuant to the preceding clauses, any failure by the Borrower to make any prepayment to a
Lender, as applicable, pursuant to this Section 3.5 shall not constitute a Default or Event
of Default under Section 9.1 or otherwise).




          (k) The provisions of this Section 3.5 shall supersede any provisions in Section
3.13(b), 11.2 or 11.10 to the contrary.



          3.6 [Reserved].



          3.7 Agency Fee. Borrower shall pay to the Administrative Agent an agency fee in such
amounts and at such times as heretofore agreed upon in the Fee Letter. 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.



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          3.8 Increased Commitment Costs. If any Lender shall determine in good faith that the
effectiveness or enforceability 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 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 not imposed as
a result of such Lender’s or such corporation’s failure to comply with any other Laws, 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 Business 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 days preceding the date of such demand or is attributable
to periods prior to the date which is ninety days preceding the date of such demand. Each Lender’s
determination of such amounts shall be conclusive in the absence of manifest error.



          3.9 [Reserved].



          3.10 Late Payments; Default Rate. During the existence of an Event of Default, upon
written notice to Borrower from the Administrative Agent (with the approval of the Requisite
Lenders), and in any event if any 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, (a) the
Loans shall thereafter bear interest at a rate per annum equal to the sum of (i) the Applicable
Interest Rate, plus (ii) 2%, and (b) each other Obligation shall thereafter bear interest at a rate
per annum at all times equal to the sum of the Applicable Interest Rate plus 2%, in each case, to
the fullest extent permitted by applicable Laws (such rate, as applicable, the “Default
Rate”). Accrued and unpaid interest at the Default Rate on past due amounts (including,
without limitation, interest on past due interest) shall be payable on demand and shall
be compounded monthly, on the last day of each calendar month, to the fullest extent permitted
by applicable Laws.



          3.11 Computation of Interest. Interest payable hereunder shall be computed on the basis of
a 365/366 day year for the actual number of days elapsed in the period during which it accrues. In
computing interest on any Loan, the date of the making of such Loan shall be included, and the date
of payment of such Loan shall be excluded; provided that if a Loan is repaid on the same
day on which it is made, one (1) day’s interest shall be paid on that Loan. 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.



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          3.12 Non Business 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 Business Day, payment shall instead be
considered due on the next succeeding Business Day and the extension of time shall be reflected in
computing interest and fees.



          3.13 Manner and Treatment of Payments.




          (a) Each payment hereunder (except payments pursuant to Sections 3.8, 11.3,
11.11 and 11.22) or on the Notes or under any other Loan Document shall be made to the
Administrative Agent at the Administrative Agent’s Office for the account of the Lenders or
the Administrative Agent, as the case may be, in immediately available funds not later than
11:00 a.m. Nevada time, on the day of payment (which must be a Business Day). All payments
received after such time, on any Business Day, shall be deemed received on the next
succeeding Business 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., Nevada time on a Business Day and not so made available
to the account of a Lender on that Business 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.
All payments (including, without limitation, pursuant to Section 3.2) in respect of the
principal amount of any Loan shall be accompanied by payment in cash of accrued and unpaid
interest on the principal amount being repaid or prepaid.




          (b) The Administrative Agent shall promptly distribute to each Lender at such address
as such Lender shall have specified in such Lender’s Administrative Questionnaire such
Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest
due hereunder, together with all other amounts due thereto, including all fees payable with
respect thereto, to the extent received by the Administrative Agent.




          (c) Each Lender shall use its best efforts to keep a record (in writing or by an
electronic data entry system) of Loans made by it and payments received by it with
respect to each of its Loans and such record shall, as against Borrower, be presumptive
evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any
Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligations.




          (d) Except as otherwise required by Law, each payment of any amount payable by Borrower
under this Agreement or any other Loan Document (and Borrower shall assure that each payment
made by any other Party under any other Loan Document) shall be made free and clear of, and
without deduction or withholding for or on account of, any present or future income, stamp
or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental Agency,
central bank or comparable authority, excluding, (i) net income taxes, franchise
taxes (imposed in lieu of net income taxes) and backup



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withholding taxes, in each case
imposed on the Administrative Agent or any Lender as a result of a present or former
connection between the Administrative Agent or such Lender and the jurisdiction of the
Governmental Agency imposing such tax or any political subdivision or taxing authority
thereof or therein (other than any such connection arising solely from the Administrative
Agent’s or such Lender’s having executed, delivered or performed its obligations or received
a payment under, or enforced, this Agreement or any other Loan Document), (ii) any branch
profits taxes imposed by the United States of America or any similar tax imposed by any
other jurisdiction described in clause (i) above, (iii) any taxes that are attributable to
such Lender’s failure to comply with the requirements of Section 11.21, (iv) any withholding
taxes imposed on amounts payable to a Lender at the time such Lender becomes a party to this
Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the
time of assignment, to receive additional amounts from the Borrower with respect to such
Non-Excluded Taxes pursuant to this Section 3.13(d), or (v) any taxes that are imposed as a
result of any event occurring after the Lender becomes a Lender other than a change in Law
or regulation or the introduction of any Law or regulation or a change in interpretation or
administration of any Law. If any such non-excluded taxes, levies, imposts, duties, charges,
fees, deductions or withholdings (“Non-Excluded Taxes”) or any Other Taxes are
required to be withheld from any amounts payable to the Administrative Agent or any Lender
hereunder (1) the amounts so payable to the Administrative Agent or such Lender shall be
increased to the extent necessary to yield to the Administrative Agent or such Lender (after
payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts
payable hereunder at the rates or in the amounts specified in this Agreement, and (2) the
Borrower shall pay the full amount withheld to the relevant Governmental Agency in
accordance with applicable law. If and when receipt of such payment results in an excess
payment or credit to that Lender on account of such Non-Excluded Taxes or Other Taxes, that
Lender shall promptly refund such excess to Borrower.




          (e) All payments to be made by Borrower shall be made without conditions or deduction
for any counterclaim, defense, recoupment or setoff.




          (f) Notwithstanding anything to the contrary contained herein, if, at the end of any
accrual period (as defined in Section 1272(a)(5) of the Code) ending after the fifth
anniversary of the issuance of any Loan, (i) the aggregate amount of accrued and unpaid
original issue discount (as defined in Section 1273(a)(1) of the Code) on such Loan would,
but for this paragraph, exceed (ii) an amount equal to the product of (A) the issue price
(as defined in Sections 1273(b) and 1274(a) of the Code) of such Loan multiplied by (B) the
yield to maturity (interpreted in accordance with Section 163(i) of the Code) of such Loan,
the Borrower will prepay at the end of each such accrual period without premium or penalty
the minimum amount of principal plus accrued interest on such Loan necessary to prevent any
of the accrued and unpaid interest and original issue discount on the Loan from being
disallowed or deferred as a deduction to the Borrower under Section 163(e)(5) of the Code.





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          3.14 [Reserved]


          3.15 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 3.10),
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 3.10), 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.



          3.16 Administrative Agent’s Right to Assume Payments Will be Made. Unless Borrower or any
Lender has notified the Administrative Agent, prior to the date any payment is required to be made
by it to the Administrative Agent hereunder, that Borrower or such Lender, as the case may be, will
not make such payment, the Administrative Agent may assume that Borrower or such Lender, as the
case may be, has timely made such payment and may (but shall not be so required to), in reliance
thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent
that such payment was not in fact made to the Administrative Agent in immediately available funds,
then:




          (a) if Borrower failed to make such payment, each Lender shall forthwith on demand
repay to the Administrative Agent the portion of such assumed payment that was made
available to such Lender in immediately available funds, 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 in immediately available funds at the Federal Funds Rate from time to time in effect;
and




          (b) if any Lender failed to make such payment, such Lender shall forthwith on demand
pay to the Administrative Agent the amount thereof in immediately available funds, together
with interest thereon for the period from the date such amount was made available by the
Administrative Agent to Borrower to the date such amount is recovered by the Administrative
Agent (the “Compensation Period”) at a rate per annum
equal to the Federal Funds Rate from time to time in effect. If such Lender does not
pay such amount forthwith upon the Administrative Agent’s demand therefor, the
Administrative Agent may make a demand therefor upon Borrower, if applicable, and Borrower,
if applicable, shall pay such amount to the Administrative Agent, together with interest
thereon for the Compensation Period at a rate per annum equal to the rate of interest
applicable to the applicable Obligation. Nothing herein shall be deemed 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.


A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing
under this Section 3.16 shall be conclusive, absent manifest error.




          3.17 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.



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          3.18 Replacement of Lenders. If any Lender requests compensation under Section 3.8, or if
the Borrower is required to pay any additional amount to any Lender or any Governmental Agency for
the account of any Lender pursuant to Section 3.13(d), the Borrower may replace such Lender in
accordance with Section 11.25.



          3.19 Survivability. All of Borrower’s obligations under Section 3.8 shall survive for the
ninety day period following the date on which all Loans hereunder are fully paid, and Borrower
shall remain obligated thereunder for all claims under such Sections made by any Lender to Borrower
prior to the expiration of such period.



ARTICLE 4

REPRESENTATIONS AND WARRANTIES




          In order to induce the Lenders to enter into this Agreement, each of Borrower and Holdings
represents and warrants to the Lenders that:



          4.1 Existence and Qualification, Power, Compliance With Laws. Borrower is a limited
liability company duly formed, validly existing and in good standing under the Laws of Nevada.
Holdings is a limited liability company duly formed, validly existing and in good standing under
the Laws of Delaware. Each Restricted Subsidiary is a Person duly formed, validly existing and in
good standing under the Laws of its state of formation. Each of Borrower, Holdings and each
Restricted Subsidiary 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.
Each of Borrower, Holdings and each Restricted Subsidiary has all requisite 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. The chief executive office of Borrower is
located in Nevada. All outstanding member’s interests in Borrower are validly issued, and fully
paid, and no holder thereof has any enforceable right of
rescission under any applicable state or federal securities Laws. Each of Borrower, Holdings
and each Restricted Subsidiary 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 as currently conducted, except where the failure so to comply,
obtain authorizations, consents, approvals, orders, licenses and permits, or to 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 each of the Borrower, Holdings and
each Subsidiary of Borrower of each Loan Document to which it is a Party and the consummation of
the other transactions contemplated to occur on the Closing Date have been duly authorized by all
necessary limited liability company or other corporate action, and do not and will not



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          (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 articles of incorporation,
organization or other organizational documents, including, without limitation, any operating
agreements or bylaws,




          (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 (other
than Permitted Liens and Liens created by the Loan Documents),




          (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 Contractual Obligation to which such party is
a party or by which such party or any of its Property is bound or affected;


and as of the Closing Date, neither Borrower nor Holdings is in violation of, or default under, any
Requirement of Law or Contractual Obligation, including any Contractual Obligation 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 each of Borrower, Holdings
and each Subsidiary of Borrower of the Loan Documents to which it is a Party.



          4.4 Subsidiaries. As of the Closing Date, Borrower has no Subsidiaries and Holdings’ only
Subsidiary is Borrower. As of the Closing Date, neither Holdings nor Borrower owns any Capital
Stock or debt security which is convertible, or exchangeable, for Capital Stock in any Person. All
of the outstanding Capital Stock of the Borrower is owned of record and beneficially by Holdings,
there are no outstanding options, warrants or other rights to purchase Capital Stock of any the
Borrower, and all such Capital Stock so owned is duly authorized, validly issued, fully paid and
non assessable, and was issued in compliance with all applicable state and federal securities and
other Laws, and is free and clear of all Liens and rights of others, except for nonconsensual
Permitted Liens. All of the outstanding Capital Stock of each Restricted Subsidiary is owned of
record and beneficially by Borrower, there are no outstanding options, warrants or other rights to
purchase Capital Stock of any such Restricted Subsidiary, and all such Capital Stock so owned is
duly authorized, validly issued, fully paid and non assessable, and was issued in compliance with
all applicable state and federal securities and other Laws, and is free and clear of all Liens and
rights of others, except for nonconsensual Permitted Liens.



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          4.5 Financial Statements. Borrower has furnished to the Lenders an unaudited balance
sheet of the Borrower for the quarter ended June 30, 2011, which fairly presents in all material
respects the financial condition of Borrower as of that date in conformity with GAAP except for the
absence of footnotes. Holdings has furnished to the Lenders (a) an unaudited pro forma
consolidated balance sheet of Holdings as of June 30, 2011, presented as if the consummation of the
Plan of Reorganization and the implementation of the transactions contemplated thereby had occurred
on June 30, 2011, and (b) unaudited pro forma consolidated statements of operations for the six
months ended June 30, 2011 and the fiscal year ended December 31, 2010, presented as if the
consummation of the Plan of Reorganization and the implementation of the transactions contemplated
thereby had occurred on January 1, 2011 and January 1, 2010, respectively ((a) and (b)
collectively, the “Pro Forma Financial Statements”). The Pro Forma Financial Statements
have been derived from the balance sheet and statements of operations of Borrower and have been
prepared in good faith, based on assumptions believed by Holdings and Borrower to be reasonable as
of the date of delivery thereof, and present fairly in all material respects on a pro forma basis
the estimated financial position of Holdings and Borrower at June 30, 2011 and their estimated
results of operations for the period covered thereby.



          4.6 No Other Liabilities; No Material Adverse Changes. After giving effect to the Plan of
Reorganization, on the Effective Date, Borrower does not have any material liability or material
contingent liability required under GAAP to be reflected or disclosed and not reflected or
disclosed in the balance sheet described in Section 4.5, other than the Obligations and liabilities
and contingent liabilities arising in the ordinary course of business.



          4.7 Title to Property. As of the Closing Date, Borrower has valid title to its Property
(other than assets which are the subject of a Capital Lease Obligation) reflected in the balance
sheet described in Section 4.5, other than items of Property or exceptions to title which are in
each case immaterial to Borrower and Property subsequently sold or disposed of in the ordinary
course of business, free and clear of all Liens and rights of others, other than Permitted Liens.



          4.8 Intangible Assets. Borrower owns, or possesses (or as of any relevant date will own
or possess the same to the extent that it has the present need for such assets) the right to use to
the extent necessary in its business, all material trademarks, trade names, copyrights, patents,
patent rights, computer software, licenses and other Intangible Assets that are used in the conduct
of its 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 material trademarks and trade names used by Borrower as of the Closing
Date.



          4.9 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 Holdings, Borrower or any of its Subsidiaries
of less than $1,000,000, (c) matters of an administrative nature not involving a



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claim or charge
against Holdings, Borrower or any of its Subsidiaries and (d) matters set forth in Schedule 4.9
(none of which may reasonably be expected to have Material Adverse Effect), there are no actions,
suits, proceedings or investigations pending as to which Borrower, Holdings or any Restricted
Subsidiary has been served or has received notice or, to the best knowledge of Borrower, threatened
against or affecting Borrower, Holdings or any Restricted Subsidiary or any Property of Borrower,
Holdings or any Restricted Subsidiary before any Governmental Agency.



          4.10 Binding Obligations. Each of the Loan Documents to which the Borrower, Holdings or a
Restricted Subsidiary 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.



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



          4.12 ERISA.




          (a) With respect to each Pension Plan, except as would not reasonably be expected,
individually or in the aggregate, to result in a material liability to the Borrower:




          (i) no “reportable event” as defined in Section 4043 of ERISA or the
regulations issued thereunder (other than an event for which the 30-day notice
period is waived by regulation) has occurred that could reasonably be expected to
result in a material liability to the Borrower;




          (ii) there has been no failure to satisfy the minimum funding standard of
Section 412 of the Code and Section 302 of ERISA, whether or not waived;




          (iii) there has been no failure to make by its due date a required contribution
under Section 430(j) of the Code, as amended by the Pension Protection Act of 2006;




          (iv) there has been no filing pursuant to Section 412 of the Code of an
application for a waiver of the minimum funding standard;




          (v) neither Borrower nor any of its ERISA Affiliates has incurred any liability
under Title IV of ERISA with respect to the termination of the Pension Plan;




          (vi) neither the Borrower nor any of its ERISA Affiliates has received a notice
of intent to terminate the Pension Plan in a distress termination described in
Section 4041(c) of ERISA;



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          (vii) the PBGC has not instituted proceedings to terminate the Pension Plan;




          (viii) to the knowledge of the Borrower, no event has occurred that would
reasonably constitute grounds under ERISA for the termination of, or the appointment
of a trustee to administer, the Pension Plan;




          (ix) neither Borrower nor any of its ERISA Affiliates has incurred any material
liability, which remains unsatisfied, with respect to the withdrawal from any
Pension Plan; and




          (x) no amendment has been adopted that would require the provision of security
pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA.


Each event described in this Section 4.12(a) is referred to herein as a “Pension Plan
Event”.





          (b) Neither Borrower nor any of its ERISA Affiliates has incurred or expects to incur
any complete or partial withdrawal liability to any Multiemployer Plan that could reasonably
be expected to result in a material liability to the Borrower. With respect to each
Multiemployer Plan, except as would not reasonably be expected to result in material
liability to the Borrower, neither Borrower nor any of its ERISA Affiliates has (i) failed
to make any required contribution to such Multiemployer Plan or (ii) received any notice
from the Multiemployer Plan that it is insolvent or in reorganization pursuant to Section
4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A
or 4042 of ERISA. Each event described in this Section 4.12(b) is referred to herein as a
“Multiemployer Plan Event”.




          (c) Each Employee Benefit Plan complies in form and operation with ERISA, the Code and
all other applicable Laws, except as would not reasonably be expected, individually or in
the aggregate, to have a Material Adverse Effect.




          (d) Borrower has not engaged in any non exempt “prohibited transaction” (as defined in
Section 4975 of the Code) and, to the knowledge of Borrower, no such “prohibited
transaction” has occurred with respect to any Employee Benefit Plan that could reasonably be
expected to result in material liability to the Borrower.



          4.13 Regulation U; 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 Regulation U. Neither Holdings, Borrower nor any
Restricted Subsidiary is or is required to be registered as an “investment company” under the
Investment Company Act of 1940.



          4.14 Disclosure. None of the information and data heretofore or contemporaneously
furnished in writing by or on behalf of Holdings or the Borrower to the Administrative Agent or any
Lender in connection with the transactions contemplated hereby and the negotiation of this
Agreement or delivered hereunder or any other Loan Document (as



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modified or supplemented by other
information so furnished) when taken as a whole contains any material misstatement of fact or omits
to state any material fact necessary to make such information and data (taken as a whole), in the
light of the circumstances under which it was delivered, not materially misleading; it being
understood that for purposes of this Section 4.14, such information and data shall not include
projections and pro forma financial information or information of a general economic or general
industry nature.



          4.15 Tax Liability. Holdings, Borrower and its Subsidiaries have filed all tax returns
which are required to be filed, and have paid, or made provision for the payment of, all taxes,
fees or other charges with respect to the periods, Property or transactions covered by said
returns, or pursuant to any assessment received by Holdings, Borrower or any of its Subsidiaries,
except (a) such taxes, if any, as are being contested in good faith by appropriate proceedings and
as to which adequate reserves have been established and maintained in accordance with GAAP and (b)
immaterial taxes so long as no material Property of Holdings, Borrower or its Subsidiaries is at
impending risk of being seized, levied upon or forfeited. To the best knowledge of the Borrower,
no Lien for taxes, fees or other charges has been filed (other than Permitted Liens), and no claim
is being asserted against Holdings, Borrower or any of its Subsidiaries for any such taxes, fees or
other charges.



          4.16 [Reserved].



          4.17 Hazardous Materials. Except as described in Schedule 4.17, (a) neither Holdings,
Borrower nor any of its 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 constitute a Material Adverse Effect, (c) no Real
Property or any portion thereof is or has been utilized by Borrower 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 on any Real Property, or transported to or from such Real Property by
Borrower, such use, generation, storage and transportation are in compliance with all Hazardous
Materials Laws except for such non compliance that would not constitute a Material Adverse Effect
or be materially adverse to the interests of the Lenders.



          4.18 Gaming Laws. Each of Holdings, Borrower and each Restricted Subsidiary is in
compliance with all applicable Gaming Laws except for such non compliance that would not constitute
a Material Adverse Effect.



          4.19 Security Interests. The Security Agreement creates a valid security interest in the
Collateral described therein securing the Obligations (subject only to Permitted Liens 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 Article 9 of the Uniform
Commercial Code does not apply) and all actions necessary to perfect the security interest so
created have been taken and completed. The Trademark Collateral Assignment creates a valid first
priority collateral assignment of the Collateral described therein



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securing the Obligations
(subject to the matters disclosed in Schedule 1.2) and all action necessary to perfect the
collateral assignment so created, other than the filing thereof with the United States Patent and
Trademark Office, has been taken and completed. The Holdings Pledge Agreement creates a first
priority valid security interest in the Holdings Pledged Collateral and all action necessary to
perfect the security interest so created has been taken and completed. The Deed of Trust creates a
valid Lien in the Collateral described therein securing the Obligations, other than those arising
under Sections 4.17, 5.11 and 11.22 (subject only to Permitted Liens), and all action necessary to
perfect the Lien so created, other than recordation or filing thereof with the appropriate
Governmental Agencies, will have been taken and completed.



          4.20 Deposit and Securities Accounts. As of the Closing Date, each deposit, securities, or
other similar account maintained by Borrower or Holdings is described on Schedule 4.20. As of the
Closing Date, each deposit, securities, or other similar account maintained by Borrower or Holdings
is pledged to the Administrative Agent as collateral for the Obligations and is or will be within
the period of time specified in Section 5.13 the subject of a Control Agreement, other than any
account designated as a payroll account, tax withholding account or other employee wage and
benefits payments account, other fiduciary or trust account or excluded accounts on Schedule
4.20.



          4.21 Permits. Except as set forth in Schedule 4.21, there are no Permits that are
required or will become required under existing Laws for the ownership, lease, financing or
operation of the Aliante Casino and Hotel that (a) have not been obtained and (b) are not valid and
in full force and effect, except, in each case, as would not reasonably be expected to have a
Material Adverse Effect. Borrower has no reason to believe that any Permit so indicated will not
be obtained before it becomes necessary for the ownership, lease, financing or operation of the
Aliante Casino and Hotel or that obtaining such Permit will result in material expense or delay.
Borrower is not in violation of any condition in any Permit the effect of which could reasonably be
expected to have a Material Adverse Effect.



          4.22 OFAC, Etc.




          (a) Each of Borrower, Holdings and each Restricted Subsidiary is not an “enemy”
or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act
of the United States of America (50 U.S.C. App. §§ 1 et seq.), as amended. Each of
Borrower, Holdings and each Restricted Subsidiary is not in violation of the Trading with
the Enemy Act, as amended, any of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto or (c) the Patriot Act. Each of Borrower,
Holdings and each Restricted Subsidiary (i) is not a blocked person described in Section 1
of the Anti-Terrorism Order and (ii) to the best of its knowledge, does not engage in any
dealings or transactions, or is otherwise associated, with any such blocked person.




          (b) Each of Borrower, Holdings and each Restricted Subsidiary is not in violation of
any of the country or list based economic and trade sanctions administered and enforced by
OFAC that are described or referenced at



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http://www.ustreas.gov/offices/enforcement/ofac/ or
as otherwise published from time to time in any material respect.




          (c) Neither Borrower nor its Affiliates (i) is a Sanctioned Person, (ii) has more than
10% of its assets invested in Sanctioned Persons, or (iii) derives more than 10% of its
operating income from investments in, or transactions with Sanctioned Persons or Sanctioned
Entities.




          (d) Each of Borrower, Holdings and each Restricted Subsidiary is in compliance with the
Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-l, et seq., and any foreign
counterpart thereto. Each of Borrower, Holdings and each Restricted Subsidiary has not made
a payment, offering, or promise to pay, or authorized the payment of, money or anything of
value (a) in order to assist in obtaining or retaining business for or with, or directing
business to, any foreign official, foreign political party, party official or candidate for
foreign political office, (b) to a foreign official, foreign political party or party
official or any candidate for foreign political office, and (c) with the intent to induce
the recipient to misuse his or her official position to direct business wrongfully to
Borrower or to any other Person, in violation of the Foreign Corrupt Practices Act, 15
U.S.C. §§ 78dd-l, et seq.



ARTICLE 5

AFFIRMATIVE COVENANTS




(OTHER THAN INFORMATION AND

REPORTING REQUIREMENTS)



          So long as any Obligation (other than (i) contingent indemnification obligations as to which
no claim has been asserted and (ii) Secured Hedging Obligations and Obligations under Secured Bank
Products Agreements) remains unpaid, each of Holdings and Borrower shall, and shall cause each
Restricted Subsidiary 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 each of Holdings and 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 in accordance with GAAP for the payment of the same or
(b) any immaterial tax so long as no material Property of Holdings, Borrower or any Restricted
Subsidiary is at material risk of impending seizure, levy or forfeiture.



          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 and qualify and remain qualified to
transact business in each jurisdiction in which such qualification is necessary in view



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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 Holdings, Borrower and their respective Subsidiaries,
taken as a whole, shall not constitute a violation of this covenant.



          5.4 Maintenance of Insurance.




          (a) Maintain with financially sound and reputable insurance companies having an A.M.
Best Rating of not less than A:X and which are not Affiliates of Borrower, insurance with
respect to Holdings’, Borrower’s and the Restricted Subsidiaries’ properties and business
against loss or damage of the kinds customarily insured against by Persons engaged in the
same or similar business, of such types and in such amounts as are customarily carried under
similar circumstances by such other
Persons and providing for not less than 30 days’ prior written notice to the
Administrative Agent of termination, lapse or cancellation of such insurance.




          (b) Without limitation on the foregoing, maintain the coverage (including all
deductibles and retentions) described below, provided that neither Holdings nor Borrower
shall unreasonably refuse to purchase any casualty, liability or other coverages requested
by the Requisite Lenders which is reflective of insurance ordinarily carried by responsible
companies engaged in similar businesses and owning similar assets in the geographic areas in
which each of Holdings and Borrower operates. All such insurance shall be carried through
insurance companies rated A:X or better by A.M. Best.




          (c) In any event, each of Holdings, Borrower and the Restricted Subsidiaries shall
maintain and keep in force the following insurance:




          (i) at all times during any period of construction of any capital projects, and
with respect to any property affected by such construction, a policy or policies of
builder’s “all risk” insurance in nonreporting form in an amount not less than the
full insurable completed value of such portion of the affected property on a
replacement cost basis;




          (ii) with respect to any property not covered by a policy or policies described
in clause (c)(i), a policy or policies of fire and hazards “all risk” insurance
providing extended coverage in an amount not less than the amount of the full value
of that property, calculated on a replacement cost basis;




          (iii) business interruption insurance (including insurance against income loss
during a period of at least one year);



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          (iv) comprehensive liability insurance, naming the Administrative Agent as
additional insured, on an “occurrence” basis, against claims for “personal injury”
liability, including bodily injury, death or property damage liability, with an
aggregate limit of not less than $15,000,000;




          (v) policies of worker’s compensation insurance as may be required by
applicable laws (including employer’s liability insurance, if required by the
Administrative Agent), covering all employees of Holdings, Borrower and its
Restricted Subsidiaries and each relevant contractor and subcontractor;




          (vi) if any property is required to be insured pursuant to the Flood Disaster
Protection Act of 1973 or the National Flood Insurance Act of 1968, and the
regulations promulgated thereunder, because it is located in an area which has been
identified by the Secretary of Housing and Urban Development as a Flood Hazard Area,
then Holdings and Borrower shall provide, maintain and keep in force at all times a
flood insurance policy covering the property in limits that would equal or exceed
the damage caused by what is expected to be the most
severe flood (or any greater limits to the extent required by applicable law
from time to time);




          (vii) liquor liability insurance, directors and officers liability insurance
with coverages at commercially reasonable levels acceptable to the Administrative
Agent and the Requisite Lenders;




          (viii) crime protection coverage with coverages at commercially reasonable
levels acceptable to the Administrative Agent and the Requisite Lenders; and




          (ix) such other insurance as the Administrative Agent or the Requisite Lenders
may hereafter reasonably require based upon the recommendation of a third party
insurance consultant.




          (d) Each such policy shall name the Administrative Agent as an additional insured and
mortgagee, and shall, to the extent relevant, include a waiver of subrogation against the
Administrative Agent and the Lenders, contain a provision that provides for a severability
of interests, and shall provide that an act or omission by one of the insured shall not
reduce or avoid coverage with respect to the other insureds, insure against loss or damage
by hazards customarily included within “all risk” and “extended coverage” policies and any
other risks or hazards which the Administrative Agent or the Requisite Lenders may
reasonably specify (and shall include fire, sprinkler leakage, windstorm, hurricane,
international and domestic acts of terrorism, earthquake, steam boiler, pressurized vessel
and machinery insurance insuring both against breakdown and explosion or other losses to
personal property resulting from the use or maintenance thereof), shall contain a Lender’s
Loss Payable Endorsement in a form acceptable to the Administrative Agent in favor of the
Administrative Agent and shall be primary and noncontributory with any other insurance
carried by the Administrative Agent or the Lenders.



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          (e) Borrower shall supply the Administrative Agent with certificates of each policy
required hereunder, and, if requested, an original or underlyer of each such policy and all
endorsements thereto. When any insurance policy required hereunder expires, Borrower shall
furnish the Administrative Agent with proof acceptable to the Administrative Agent that the
policy has been reinstated, renewed or a new policy issued, continuing in force the
insurance covered by the policy which expired. If Borrower or Holdings, as applicable,
fails to pay any such premium, the Administrative Agent shall have the right, but not the
obligation, to obtain reasonable replacement coverage and advance funds to pay the premiums
for it on behalf of the Lenders, and Borrower shall repay the Administrative Agent upon
demand for any advance for such premiums, which shall be considered to be an additional Loan
bearing interest from the date of demand at the Default Rate.



          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 each of Holdings, Borrower and its 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 Restricted Subsidiaries), but subject to the applicable provisions of Gaming
Laws, permit the Administrative Agent or any Lender, or any authorized employee, agent or
representative thereof, to examine, audit and make copies and abstracts from the records and books
of account of, and to visit and inspect the Properties of, each of Holdings, Borrower and the
Restricted Subsidiaries and to discuss the affairs, finances and accounts of each of Holdings,
Borrower and its Restricted Subsidiaries with any of their officers, key employees or accountants.



          5.7 Keeping of Records and Books of Account. Keep adequate records and books of account
reflecting all financial transactions in conformity with GAAP, consistently applied, and in
material conformity with all applicable requirements of any Governmental Agency having regulatory
jurisdiction over Holdings, Borrower or any of its 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.





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          5.9 [Reserved].



          5.10 New Subsidiaries; Collateral; Legal Opinions.




          (a) Concurrently with the formation or acquisition of any Subsidiary, Borrower shall
deliver to the Administrative Agent a written designation of such Subsidiary as a Restricted
Subsidiary or an Unrestricted Subsidiary, and shall cause each Wholly Owned Restricted
Subsidiary that is a Domestic Subsidiary, promptly and in any event within ten Business
Days, to execute and deliver to the Administrative Agent a Subsidiary Guaranty in a form
reasonably acceptable to the Administrative Agent, a security agreement substantially in the
form of the Security Agreement granting a Lien on substantially all of its assets (subject
only to Permitted Liens and Liens permitted pursuant to Section 6.4(c)) and other Collateral
Documents granting Liens on all of its other Properties, and (subject to compliance with
applicable Gaming Laws) to deliver the certificates evidencing all Equity Interests in such
Subsidiary to the Administrative Agent in pledge pursuant to a pledge agreement
substantially in the form of the Holdings Pledge Agreement, and to take such actions as are
required by the Administrative Agent to perfect the Liens of the Administrative Agent
pursuant thereto. Concurrently with the
formation or acquisition of any Restricted Subsidiary that is a Foreign Subsidiary, the
ownership interests of which are owned by Borrower or by any Wholly Owned Domestic
Subsidiary of Borrower, Borrower shall take, or shall cause such Domestic Subsidiary to
take, all actions necessary to grant and to perfect a Lien (subject only to Permitted Liens
and Liens permitted pursuant to Section 6.4(c)) in favor of the Administrative Agent, for
the benefit of the Secured Parties, in sixty-five percent (65%) of such ownership interests.




          (b) Concurrently with the acquisition by any Loan Party of any Real Property, deliver
to the Administrative Agent a deed of trust with respect thereto, substantially in the form
of the Deed of Trust, together with such environmental reviews, title policies and other
similar assurances as the Administrative Agent may request.




          (c) Upon the formation or acquisition of any Restricted Subsidiary or the acquisition
by any Loan Party of any Real Property and the request of the Administrative Agent (acting
at the direction of the Requisite Lenders), deliver to the Administrative Agent written
legal opinions issued to the Administrative Agent and the Lenders, in form and substance
reasonably satisfactory to the Administrative Agent, of any applicable counsel (including,
without limitation, regulatory counsel) to the Borrower and any applicable Loan Party.




          (d) Upon the written request by the Administrative Agent (acting at the direction of
the Requisite Lenders), the Borrower shall use commercially reasonably efforts to cause each
third-party commercial tenant to execute and deliver to the Administrative Agent a
Subordination, Non-Disturbance and Attornment Agreement with respect to such third party
tenant’s lease of space at the Aliante Casino and Hotel.



          5.11 Hazardous Materials Laws. Keep and maintain all Real Property and each portion
thereof in compliance with all applicable Hazardous Materials Laws (except for such non compliance
that would not constitute a Material Adverse Effect or be materially adverse to the interests of
the Lenders) 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



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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 or any of its Subsidiaries relating to damage,
contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials
and (c) discovery by any Senior Officer 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.



          5.12 Projections. Within 90 days after the Closing Date, Borrower shall deliver to the
Administrative Agent a budget and projections covering the current Fiscal Year on a monthly basis
and the following four Fiscal Years on an annual basis, including projected consolidated
and consolidating balance sheets, statements of operations and statements of cash flow, all in
reasonable detail, which shall be approved by the Board of Directors of Holdings (the
“Projections”), and Borrower shall believe that the assumptions set forth in the
Projections are reasonable and consistent with each other and with all facts known to Borrower, and
that the Projections are reasonably based on such assumptions. Nothing in this Section 5.12 shall
be construed as a representation or covenant that the Projections in fact will be achieved.



          5.13 Deposit and Securities Accounts. (a) Maintain all deposit, securities or other similar
accounts (including, without limitation, the Operating Account) with commercial banks located in
the United States and (b) use commercially reasonable efforts to enter into, as soon as possible
after the Closing Date, a control agreement in a form reasonably satisfactory to the Administrative
Agent with such commercial banks and the Administrative Agent, for the benefit of the Secured
Parties, with respect to each such deposit, securities or other similar account (the “Control
Agreements”); provided that Holdings, Borrower and such Restricted Subsidiary shall not be
required to obtain a Control Agreement with respect to those accounts designated as a payroll
account, tax withholding account or other employee wage and benefits payments account, other
fiduciary or trust account or other excluded account listed on Schedule 4.20 (collectively, the
“Excluded Accounts”); provided, further, that if within 60 days after the
Closing Date (or such longer period following such date as the Administrative Agent may agree in
its sole discretion), Holdings, Borrower or such Restricted Subsidiary, as applicable, shall not
have entered into a Control Agreement with respect to any deposit, securities or other similar
account required to be subject to a Control Agreement under this Section 5.13, such account shall
be closed and all funds therein transferred to an account at another financial institution that has
executed a Control Agreement.



ARTICLE 6

NEGATIVE COVENANTS




          So long as any Obligation (other than (i) contingent indemnification obligations as to which
no claim has been asserted and (ii) Secured Hedging Obligations and Obligations under Secured Bank
Products Agreements) remains unpaid, unless the Administrative Agent (with the written approval of
the Requisite Lenders) otherwise consents:



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          6.1 Asset Sales. Holdings and Borrower shall not, and shall not permit any Restricted
Subsidiary to, make or consummate any Asset Sale except:




          (a) transfers of Property subject to Recovery Events upon receipt of Net Proceeds of
such Recovery Event;




          (b) Dispositions of Investments in joint ventures to the extent required by, or made
pursuant to customary buy/sell arrangements between, the joint venture parties set forth in
joint venture agreements and similar binding agreements;




          (c) the unwinding of any Hedging Agreement;




          (d) the lapse or abandonment in the ordinary course of any registrations or
applications of any immaterial patents, patent rights, trademarks, servicemarks, trade
names, copyrights, technology, software, know-how, database rights, rights of privacy and
publicity, licenses and other intellectual property rights;




          (e) Dispositions permitted by Section 6.6(a)(iii);




          (f) Property which constitutes parcels of land not underlying material improvements and
which is sold or otherwise transferred to Governmental Agencies for public purposes
benefiting the Aliante Casino and Hotel; and




          (g) Asset Sales not otherwise permitted under this Section 6.1; provided that
(i) at the time of such Asset Sale, no Default shall exist or would result from such Asset
Sale; (ii) the Net Proceeds of such Asset sale shall be applied to the prepayment of Loans
to the extent required in accordance with Section 3.2(c); (iii) with respect to any Asset
Sale pursuant to this clause (g) for a purchase price in excess of $2,500,000, the Borrower
or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration
in the form of cash or Cash Equivalents; provided, however, that for the
purposes of this clause (iii), (A) any liabilities (as shown on the Borrower’s or such
Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes
thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by
their terms subordinated to the payment in cash of the Obligations, that are assumed by the
transferee with respect to the applicable Asset Sale and for which the Borrower and all of
the Restricted Subsidiaries shall have been validly released by all applicable creditors in
writing, (B) any securities received by Borrower or such Restricted Subsidiary from such
transferee that are converted into cash (to the extent of the cash received) within one
hundred and eighty (180) days following the closing of the applicable Asset Sale and (C) any
Designated Non-Cash Consideration received in respect of such Asset Sale having an aggregate
fair market value as determined by the Borrower in good faith, taken together with all other
Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time
outstanding, not in excess of the greater of $25,000,000 and 5.00% of Consolidated Total
Assets at the time of the receipt of such Designated Non-Cash Consideration, with the Fair
Market Value of each item of Designated Non-Cash Consideration being measured at the time
received and without giving effect to subsequent changes in value, shall be deemed to be
cash (and satisfaction



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of such test shall be evidenced by a certificate from a Senior
Officer demonstrating such satisfaction calculated in reasonable detail); and (iv) to the
extent the aggregate amount of Net Proceeds received by the Borrower or a Restricted
Subsidiary from Asset Sales made pursuant to this Section 6.1(g) exceeds $30,000,000, all
Net Proceeds in excess of such amount shall be applied to prepay Loans in accordance with
Section 3.2(c) and may not be reinvested in the business of the Borrower or a Restricted
Subsidiary;


provided that any Disposition of any property pursuant to Section 6.1(g) shall be for no
less than the Fair Market Value of such property at the time of such Disposition as determined by
the Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by
Section 6.1 to any Person other than a Loan Party, such Collateral shall be sold free and clear of
the Liens created by the Loan Documents, and, if requested by the Administrative Agent, upon the
certification by the Borrower that such Disposition is permitted by this Agreement, the
Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect
the foregoing.




          6.2 Restricted Payments. Holdings and Borrower shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, make any Restricted Payment, or incur any
obligation (contingent or otherwise) to do so, except that, so long as no Default or Event of
Default shall have occurred and remain continuing or would result therefrom, Holdings, Borrower and
any Restricted Subsidiary may make Permitted Restricted Payments.



          6.3 Indebtedness. The Borrower shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an
“incurrence”) with respect to any Indebtedness; provided that the Borrower may incur
Indebtedness, and any Restricted Subsidiary may incur Indebtedness, if, after giving effect
thereto, the Fixed Charge Coverage Ratio on a Pro Forma Basis would be at least 2.0:1.0, and
satisfaction of such test shall be evidenced by a certificate from a Senior Officer demonstrating
such satisfaction calculated in reasonable detail. Notwithstanding the foregoing, Borrower and any
Restricted Subsidiary may incur the following Indebtedness:




          (a) the Obligations;




          (b) Indebtedness consisting of accrued and unpaid Management Fees;




          (c) Indebtedness of the Borrower and its Restricted Subsidiaries consisting of FF&E
Financings, Capital Lease Obligations, mortgage financings or purchase money obligations, in
each case, incurred for the purpose of financing all or any part of the purchase price or
cost of design, construction or improvement of property, plant or FF&E or works of
improvement used in the business of Holdings, Borrower or such Restricted Subsidiary;
provided that the aggregate principal amount of Indebtedness at any one time
outstanding incurred pursuant to this clause (c) and the aggregate principal amount of all
Permitted Refinancing Indebtedness thereof shall not exceed the greater of $25,000,000 and
five percent (5%) of Consolidated Total Assets, in each case determined at the time of
incurrence, and satisfaction of such test shall be evidenced by a



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certificate from a Senior
Officer demonstrating such satisfaction calculated in reasonable detail;




          (d) Indebtedness of the Borrower or any Restricted Subsidiary owing to and held by the
Borrower or any of its Restricted Subsidiaries;




          (e) Indebtedness consisting of the Guarantee by Borrower of Indebtedness of any of its
Restricted Subsidiaries otherwise permitted hereunder;




          (f) Hedging Obligations to the extent entered into for the purpose of fixing, hedging
or swapping interest rate, commodity price or foreign currency exchange rate risk (or to
reverse or amend any such agreements previously made for such purposes), and not for
speculative purposes;




          (g) Indebtedness arising from the honoring by a bank or other financial institution of
a check, draft or similar instrument drawn against insufficient funds in the
ordinary course of business, provided, that such Indebtedness is extinguished
within five Business Days of its incurrence; and




          (h) Indebtedness (i) of any Person that becomes a Restricted Subsidiary after the date
hereof, which Indebtedness is existing at the time such Person becomes a Restricted
Subsidiary and is not incurred in contemplation of such Person becoming a Restricted
Subsidiary that is non-recourse to the Borrower, Holdings or any Restricted Subsidiary
(other than any Subsidiary of such Person that is a Subsidiary on the date such Person
becomes a Restricted Subsidiary after the date hereof) and is either (A) unsecured or (B)
secured only by the assets of such Restricted Subsidiary by Liens permitted under clause
(12) of the definition of Permitted Liens and, in each case, any Permitted Refinancing
Indebtedness thereof, and (ii) of the Borrower or any Restricted Subsidiary incurred or
assumed in connection with any Investment expressly permitted hereunder that is secured only
by Liens permitted under clause (12) of the definition of Permitted Liens (and any Permitted
Refinancing Indebtedness of the foregoing) and so long as the aggregate principal amount of
such Indebtedness and the aggregate principal amount of any Permitted Refinancing
Indebtedness thereof at any time outstanding pursuant to clause (h)(ii) does not exceed
$10,000,000;




          (i) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in any
Investment expressly permitted hereunder or any Disposition, in each case to the extent
constituting indemnification obligations or obligations in respect of purchase price
(including earn-outs) or other similar adjustments;




          (j) Indebtedness consisting of obligations of the Borrower and its Restricted
Subsidiaries under deferred compensation or other similar arrangements with employees
incurred by such Person in connection with any Investment expressly permitted hereunder;




          (k) obligations under Bank Products Agreements and other Indebtedness in respect of
netting services, automatic clearinghouse arrangements,



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overdraft protections, employee
credit card programs and other cash management and similar arrangements in the ordinary
course of business and any Guarantees thereof;




          (l) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in
respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or
similar instruments issued or created in the ordinary course of business consistent with
past practice in respect of workers compensation claims, health, disability or other
employee benefits or property, casualty or liability insurance or self-insurance or other
Indebtedness with respect to reimbursement-type obligations regarding workers compensation
claims;




          (m) obligations in respect of performance, bid, appeal and surety bonds and performance
and completion guarantees and similar obligations provided by the Borrower or any of its
Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or
similar instruments related thereto, in each case in the ordinary course of business or
consistent with past practice;




          (n) Permitted Refinancing Indebtedness in respect of any Indebtedness incurred as
permitted under the first sentence of this Section 6.3;




          (o) additional Indebtedness of the Borrower and its Restricted Subsidiaries in an
aggregate principal amount at any time outstanding not to exceed the greater of $10,000,000
and two percent (2%) of Consolidated Total Assets, in each case determined at the time of
incurrence, and satisfaction of such test shall be evidenced by a certificate from a Senior
Officer demonstrating such satisfaction calculated in reasonable detail;




          (p) additional unsecured Indebtedness of the Borrower and its Restricted Subsidiaries
in an aggregate principal amount at any time outstanding not to exceed the greater of
$25,000,000 and five percent (5%) of Consolidated Total Assets, in each case determined at
the time of incurrence, and satisfaction of such test shall be evidenced by a certificate
from a Senior Officer demonstrating such satisfaction calculated in reasonable detail; and




          (q) Permitted Pari Passu Secured Refinancing Debt, Permitted Junior Secured Refinancing
Debt, Permitted Unsecured Refinancing Debt and, in each case, Permitted Refinancing
Indebtedness in respect thereof.



          6.4 Liens and Negative Pledges. Holdings and Borrower shall not, and shall not permit any
Restricted Subsidiary to, create, assume or suffer to exist any Liens upon their respective
Properties, other than the following:




          (a) Liens securing the Obligations;




          (b) Permitted Liens; and



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          (c) Liens securing Indebtedness incurred pursuant to the first sentence of Section 6.3
or Section 6.3(n) or (o); provided that (i) such Liens shall not attach to any
Property of Holdings, the Borrower or any Restricted Subsidiary not constituting Collateral
for the Obligations, and in no event shall such Liens be senior to the Liens securing the
Obligations and (ii) such Liens shall either be (x) junior in priority to the Liens securing
the Obligations (but without regard to the control of remedies) and subject to an
intercreditor agreement in form and substance reasonably satisfactory to the Administrative
Agent and the Requisite Lenders, or (y) if the Leverage Ratio after giving effect to the
incurrence of such Indebtedness would be less than 5.0:1.0 on a Pro Forma Basis (and
satisfaction of such test shall be evidenced by a certificate from a Senior Officer
demonstrating such satisfaction calculated in reasonable detail), pari passu to the Liens
securing the Obligations and subject to an intercreditor agreement in form and substance
reasonably satisfactory to the Administrative Agent and the Requisite Lenders.


Furthermore, Holdings and Borrower shall not, and shall not permit any Restricted Subsidiary to,
enter into any covenant or agreement which prohibits the granting of any Lien in respect of their
Properties to the Administrative Agent and the Lenders, other than any such
covenant in favor of
the holder of a Permitted Lien described in clauses (4) and (12) of the definition thereof but
solely in respect of the Property which is the subject of that Permitted Lien.




          6.5 Restrictions on Subsidiaries. Holdings and Borrower shall not, and shall not permit
any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective
any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:




          (a) pay dividends or make any other distributions on its Capital Stock (or with respect
to any other interest or participation in, or measured by, its profits) to Holdings,
Borrower or any Restricted Subsidiary or pay any liabilities owed to Holdings, Borrower or
any Restricted Subsidiary;




          (b) make loans or advances to Holdings, Borrower or any Restricted Subsidiary;




          (c) transfer any of its properties or assets to Holdings, Borrower or any Restricted
Subsidiary;


provided, however, that this Section shall not apply to encumbrances or
restrictions:





          (1) existing under, by reason of or with respect to any agreements in effect on
the Closing Date and any amendments, modifications, restatements, renewals,
extensions, supplements, refundings, replacements or refinancings thereof including
any Permitted Refinancing Indebtedness, provided that the encumbrances and
restrictions in any such amendments, modifications, restatements, renewals,
extensions, supplements, refundings, replacements or refinancings or Permitted
Refinancing Indebtedness are no more restrictive, taken as a whole, than those
contained in such other agreements, as the case may be, as in effect on the Closing
Date;




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          (2) set forth in this Agreement;




          (3) existing under, by reason of or with respect to applicable law;




          (4) with respect to any Person or the property or assets of a Person acquired
by Borrower or any of its Restricted Subsidiaries existing at the time of such
acquisition and not incurred in connection with or in contemplation of such
acquisition, which encumbrance or restriction is not applicable to any Person or
the properties or assets of any Person, other than the Person, or the property or
assets of the Person, so acquired and any amendments, modifications, restatements,
renewals, extensions, supplements, refundings, replacements or refinancings
thereof, provided that the encumbrances and restrictions in any such
amendments, modifications, restatements, renewals, extensions, supplements,
refundings, replacements or refinancings are no more restrictive, taken as a whole,
than those in effect on the date of the acquisition;




          (5) in the case of clause (c) above:




          (i) that restrict in a customary manner the subletting, assignment or
transfer of any property or asset that is a lease (including pursuant to
Capital Lease Obligations), license, conveyance or contract or similar
property or asset;




          (ii) existing by virtue of any transfer of, agreement to transfer,
option or right with respect to, or Lien on, any property or assets of
Holdings, Borrower or any Restricted Subsidiary not otherwise prohibited
by this Agreement; or




          (iii) arising or agreed to in the ordinary course of business, not
relating to any Indebtedness, and that do not, individually or in the
aggregate, detract from the value of property or assets of Holdings,
Borrower or any Restricted Subsidiary in any manner material to Holdings,
Borrower or any Restricted Subsidiary;




          (6) existing under, by reason of or with respect to any agreement for the sale
or other Disposition of all or substantially all of the Capital Stock of, or
property and assets of, a Restricted Subsidiary that restrict distributions by that
Restricted Subsidiary pending such sale or other Disposition;




          (7) existing under restrictions on cash or other deposits or net worth imposed
by customers or required by insurance, surety or bonding companies, in each case,
under contracts entered into in the ordinary course of business;




          (8) existing under, by reason of or with respect to provisions with respect to
the Disposition or distribution of assets or property, in each case contained in
joint venture agreements, asset sale agreements, sale-lease back



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agreements,
stock-sale and other similar agreements and which Board of Directors of Holdings
determines in good faith shall not adversely affect Borrower’s ability to make
payments of principal or interest payments on the Loans; and




          (9) restrictions on cash or other deposits or net worth imposed by customers
under contracts entered into in the ordinary course of business.



          6.6 Fundamental Changes.





          (a) Neither Holdings, Borrower nor any Restricted Subsidiary shall,
directly or indirectly, merge or consolidate with or into another Person or dissolve,
liquidate or Dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or in favor of
any Person except (in each case, provided that the applicable Gaming Authority has
granted all required approvals thereto):




          (i) any Restricted Subsidiary may merge or consolidate with Borrower
(including a merger, the purpose of which is to reorganize the Borrower into a new
jurisdiction); provided that (x) the Borrower shall be the continuing or
surviving Person and (y) such merger or consolidation does not result in the
Borrower ceasing to be organized under the laws of the United States, any state
thereof or the District of Columbia; and




          (ii) (w) any Restricted Subsidiary that is not a Loan Party may merge or
consolidate with or into any other Restricted Subsidiary that is not a Loan Party,
(x) any Restricted Subsidiary that is a Loan Party may merge or consolidate with or
into any other Restricted Subsidiary that is a Loan Party, (y) any merger the sole
purpose of which is to reincorporate or reorganize Holdings, Borrower or any
Restricted Subsidiary in another jurisdiction in the United States shall be
permitted and (z) any Restricted Subsidiary may liquidate or dissolve or change its
legal form if the Borrower determines in good faith that such action is in the best
interests of the Borrower and its Restricted Subsidiaries and is not materially
disadvantageous to the Lenders; provided, in the cases of clauses (x)
through (z), that (A) no Event of Default shall result therefrom, (B) no Change of
Control shall result therefrom and (C) the surviving Person (or, with respect to
clause (z), the Person who receives the assets of such dissolving or liquidating
Restricted Subsidiary) shall be a Restricted Subsidiary; and




          (iii) any Restricted Subsidiary may Dispose of all or substantially all of its
assets (upon voluntary liquidation or otherwise) to the Borrower or another
Restricted Subsidiary.




          (b) Holdings and Borrower shall not, and shall not permit any Restricted Subsidiary
to, sell, assign, transfer, convey or otherwise Dispose of (whether in one transaction or a
series of transactions) all or substantially all of the Properties of Holdings, Borrower
and the Restricted Subsidiaries taken as a whole, to another Person.



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          6.7 Transactions with Affiliates Holdings and Borrower shall not, and shall not permit
any Restricted Subsidiary to, enter into any transaction of any kind with any Affiliate of Borrower
other than: (a) employment and severance arrangements between Holdings, the Borrower and the
Restricted Subsidiaries and their respective officers and employees in the ordinary course of
business and transactions pursuant to stock option plans and employee benefit plans and
arrangements; (b) Restricted Payments permitted pursuant to Section 6.2; (c) [Reserved]; (d) any
payment of reasonable out-of-pocket costs and expenses relating to registration rights and
indemnities provided pursuant to the Registration Rights Agreement; (e) indemnities, preemptive
rights and other rights in connection with a Qualified IPO (as defined in the Holdings Operating
Agreement), in each case afforded to the members of Holdings pursuant to the Holdings Operating
Agreement; (f) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities
provided on behalf of, directors, officers and employees of Holdings, Borrower and the Restricted
Subsidiaries or any direct or indirect parent of Holdings in the ordinary course of business to the
extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries;
(g) any agreement, instrument or arrangement as in effect as of the Closing Date and set forth on
Schedule 6.7, or any amendment thereto (so long as any such amendment is not adverse to the Lenders
in any material respect as compared to the applicable agreement as in effect on the Closing Date);
(h) transactions contemplated by the Plan of Reorganization; (i) transactions between or among
Borrower and its Restricted Subsidiaries; and (j) transactions on terms substantially as favorable
to Holdings, Borrower or such Restricted Subsidiary as would be obtainable by the Holdings,
Borrower or such Restricted Subsidiary at the time in a comparable arms-length transaction with a
Person other than an Affiliate.




          6.8
Sale and Leaseback Transactions. Borrower shall not, and shall not permit any
of its Subsidiaries to, enter into any Sale and Leaseback Transaction, except to the extent that
the Indebtedness thereunder is permitted under Section 6.3 and the Liens associated with such Sale
and Leaseback Transaction are permitted under Section 6.4.




          6.9 Limitation on Issuances and Sales of Equity Interests in Restricted
Subsidiaries.





          (a) Borrower shall not, and shall not permit any of its Restricted
Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any Equity Interests
in any Restricted Subsidiary to any Person (other than Borrower or a Wholly Owned
Restricted Subsidiary of Borrower), unless:




          (i) such transfer, conveyance, sale, lease or other Disposition is
of all the Equity Interests in such Restricted Subsidiary owned by Borrower and its
Restricted Subsidiaries; and




          (ii) the cash Net Proceeds from such transfer, conveyance, sale,
lease or other Disposition are applied in accordance with Section 3.2(c).




          (b) Borrower shall not permit any Restricted Subsidiary to issue any of
its Equity Interests (other than, if necessary, shares of its Capital Stock constituting
directors’ qualifying shares) to any Person other than to Borrower or a Wholly Owned
Restricted Subsidiary of Borrower.



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          6.10 Permitted Businesses. Holdings and Borrower shall not, and shall not permit
any Restricted Subsidiary to, engage in any business other than Permitted Businesses, except to
such extent as would not be material to Holdings, Borrower and the Restricted Subsidiaries taken as
a whole.




          6.11 Management Fees. Holdings and Borrower shall not, and shall not permit any
Restricted Subsidiary to, pay any management or other similar fees, other than Management Fees to
the extent same are due and payable pursuant to the terms of the Management Agreement (including
Management Fees the payment of which was deferred from prior periods).




          6.12 Amendments
to Constituent Documents and Management Agreement.





          (a) Holdings and Borrower shall not, and shall not permit any Restricted
Subsidiary to, amend, replace, restate or otherwise modify the Operating Agreement, the
Articles of Organization of Borrower, the Holdings Operating Agreement, the Articles of
Organization of Holdings or any similar organizational document of any Restricted
Subsidiary in a manner materially adverse to the interests of the Lenders.




          (b) Holdings and Borrower shall not, and shall not permit any Restricted
Subsidiary to, amend, replace, restate or otherwise modify the Management Agreement as in
effect on the Closing Date (and any other Management Agreement in effect thereafter) in a
manner materially adverse to the interests of the Lenders.



          6.13 [Reserved].




          6.14 [Reserved].




          6.15 [Reserved].




          6.16 Investments. Holdings and Borrower shall not, and shall not permit any
Restricted Subsidiary to, make any Investment, other than the following:





          (a) Investments in the equity securities of joint ventures or partnerships
entered into with Persons who are not Affiliates of Borrower for the purpose of developing
restaurants, nightclubs, retail stores or other similar businesses located at the Aliante
Casino and Hotel and to finance Capital Expenditures by such joint ventures or partnerships
associated with such businesses at the Aliante Casino and Hotel in an aggregate amount at
any time outstanding not to exceed $20,000,000;




          (b) Permitted
Investments; and




          (c) other Investments that do not exceed at any time outstanding the
greater of (x) $25,000,000 plus five (5%) percent of Consolidated Total Assets, determined
as of the date of such Investment and (y) so long as no Default or Event of Default shall
have occurred and be continuing or would result from the making of such Investment, the
Available Amount at such time, and satisfaction of such test shall be



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evidenced by a
certificate from a Senior Officer demonstrating such satisfaction calculated in reasonable
detail.



          6.17 ERISA. Borrower shall not at any time:





          (a) permit any Employee Benefit Plan to (i) fail to comply in all
material respects with ERISA or any other applicable Laws, (ii) in the case of a Pension
Plan, fail to satisfy the minimum funding standard (as defined in Section 302 of ERISA or
Section 412 of the Code), or (iii) in the case of a Pension Plan, be terminated, if such
termination could reasonably be expected to result in a liability to Holdings and its
Subsidiaries which is in excess of $1,000,000; or




          (b) withdraw, completely or partially, from any Multiemployer Plan if to
do so would result in a liability to Holdings and its Subsidiaries which is in excess of
$1,000,000.



          6.18 [Reserved].




          6.19 Designation of Subsidiaries. The Borrower may at any time designate any
Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted
Subsidiary; provided that (i) immediately before and after such designation, no Default
shall have occurred and be continuing, (ii) immediately after giving effect to such designation,
the Leverage Ratio for the Test Period immediately preceding such designation for which financial
statements have been delivered pursuant to Section 7.1(a) or (b) is less than or equal to 5.0:1.0
(calculated on a Pro Forma Basis) (and, as a condition precedent to the effectiveness of any such
designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in
reasonable detail the calculations demonstrating satisfaction of such test) and (iii) no Subsidiary
may be designated as an Unrestricted Subsidiary if, after such designation, it would be a
“Restricted Subsidiary” for the purpose of any other Indebtedness of any Loan Party. The
designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the
Borrower therein at the date of designation in an amount equal to the Fair Market Value as
determined by the Borrower in good faith of the Borrower’s or its Subsidiary’s (as applicable)
Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall
constitute the incurrence at the time of designation of any Indebtedness or Liens of such
Subsidiary existing at such time and a return on any Investment by the Borrower in Unrestricted
Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value as
determined by the Borrower in good faith at the date of such designation of the Borrower’s or its
Subsidiary’s (as applicable) Investment in such Subsidiary.




          Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a
Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.




          6.20 Holdings. Holdings shall not conduct, transact or otherwise engage in any
business or operations other than the following: (a) its ownership of the Equity Interests of
Borrower; (b) the maintenance of its legal existence as a public company (including the ability to
incur fees, costs and expenses relating to such maintenance); (c) the performance of its






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obligations with respect to the Loan Documents; (d) any public offering of its common stock or any
other issuance of its Equity Interests or any transaction permitted under Section 6.6; (e) making
contributions to the capital of its Subsidiaries and guaranteeing the obligations of its
Subsidiaries in each case solely to the extent permitted hereunder; (f) participating in tax,
accounting and other administrative matters as a member of the consolidated group of Holdings and
the Borrower; (g) holding any cash or property in connection with Restricted Payments made by the
Borrower hereunder; (h) providing indemnification to officers and directors and (i) activities
incidental to the businesses or activities described in clauses (a) to (h) of this Section 6.20.




ARTICLE 7

INFORMATION AND REPORTING REQUIREMENTS




          7.1 Financial and Business Information. So long as any Obligation (other than (i)
contingent indemnification obligations as to which no claim has been asserted and (ii) Secured
Hedging Obligations and Obligations under Secured Bank Products Agreements) remains unpaid,
Borrower shall, unless the Administrative Agent (with the written approval of the Requisite
Lenders) otherwise consents, deliver to the Administrative Agent for distribution by it to the
Lenders 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 Holdings and its Subsidiaries as at the end of
such Fiscal Quarter and the consolidated statement of operations and its statement of cash
flows for such Fiscal Quarter and for the portion of the Fiscal Year ended with such Fiscal
Quarter, (ii) if applicable and if requested by the Administrative Agent, the consolidating
balance sheets and statements of operations, in each case as at and for the portion of the
Fiscal Year ended with such Fiscal Quarter, all in reasonable detail, and (iii) a report of
the occupancy rate and average daily room rates at the Aliante Casino and Hotel during such
Fiscal Quarter. Such financial statements shall be certified by a Senior Officer as fairly
presenting the financial condition, results of operations and cash flows of Holdings and
its Subsidiaries in accordance with GAAP (other than footnote disclosures), consistently
applied, as at such date and for such periods, subject only to normal year end accruals,
audit adjustments and adjustments for fresh start accounting;




          (b) As soon as practicable, and in any event within 90 days after the end of each
Fiscal Year, (i) the consolidated balance sheet of Holdings and its Subsidiaries as at the
end of such Fiscal Year and the consolidated statements of operations, members’ equity and
cash flows, in each case of Holdings and its Subsidiaries for such Fiscal Year and (ii) if
applicable and if requested by the Administrative Agent, consolidating 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 GAAP,
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 (it being
understood that Ernst & Young, LLP is reasonably satisfactory to the Requisite Lenders),
which report shall be prepared in accordance with



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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;




          (c) As soon as practicable, and in any event no later than 30 days prior to the
commencement of each Fiscal Year (and within 90 days after the Closing Date with respect to
the current Fiscal Year), the Projections;




          (d) As soon as practicable following the Closing Date, and in no event later than 180
days thereafter, a consolidated balance sheet of Holdings and its Subsidiaries as at the
Closing Date and after giving effect to the Plan of Reorganization and the transactions
contemplated thereunder (including, without limitation, to reflect fresh start accounting);




          (e) 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 Holdings by independent
accountants in connection with the accounts or books of Borrower or any of its Restricted
Subsidiaries, or any audit of any of them;




          (f) Promptly after the same are publicly available, copies of all annual, regular,
periodic and special reports, proxy statements and registration statements which Holdings
or the Borrower or any Restricted Subsidiary files with the SEC or with any Governmental
Agency that may be substituted therefor or with any national securities exchange, as the
case may be (other than amendments to any registration statement (to the extent such
registration statement, in the form it became effective, is delivered to the Administrative
Agent), exhibits to any registration statement and, if applicable, any registration
statement on Form S-8), and in any case not otherwise required to be delivered to the
Administrative Agent pursuant to any other clause of this Section 7.1;




          (g) Promptly after request by the Administrative Agent or any Lender, a copy of each
Nevada “Regulation 6.090 Report” filed by Borrower or any Subsidiary of the Borrower and
copies of any written communication to Borrower or any Subsidiary of the Borrower from any
Gaming Authority advising it of a violation of or non compliance with any Gaming Law by
Borrower or any of its Restricted Subsidiaries;




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




          (i) Promptly upon a Senior Officer becoming aware, and in any event within ten
Business Days after becoming aware, of the occurrence of any Pension Plan Event or
Multiemployer Plan Event, telephonic notice specifying the nature thereof, and, no more
than five Business Days after such telephonic notice, (i) written notice again specifying
the nature thereof and specifying what action Borrower is taking or proposes to take with
respect thereto, (ii) when known, written notice of any action taken by the Internal
Revenue Service, the Department of Labor, the Pension Benefit Guaranty Corporation, any
Multiemployer Plan sponsor, or any other Government Agency with



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respect thereto and (iii)
upon request by the Administrative Agent, copies of (A) each Schedule B (Actuarial
Information) to the annual report (Form 5500 Series) filed by the Borrower or any of its
ERISA Affiliates with the Internal Revenue Service or Department of Labor with respect to
each Pension Plan, (B) the most recent actuarial valuation report for each Pension Plan and
(C) all notices received by the Borrower or any of its ERISA Affiliates from a
Multiemployer Plan sponsor or any Governmental Agency concerning an ERISA Event;




          (j) As soon as practicable, and in any event within two Business Days after a Senior
Officer becomes aware of the existence of any condition or event which constitutes a
Default or Event of Default, telephonic notice specifying the nature and period of
existence thereof, and, no more than three Business Days after such telephonic notice,
written notice again specifying the nature and period of existence thereof and specifying
what action Borrower is taking or proposes to take with respect thereto;




          (k) Promptly upon a Senior Officer becoming aware that (i) any Person has commenced a
legal proceeding with respect to a claim against Borrower or any Restricted Subsidiary that
is $2,000,000 or more in excess of the amount thereof that is fully covered by insurance,
(ii) any creditor under a credit agreement involving Indebtedness of $2,000,000 or more or
any lessor under a lease involving aggregate rent of $2,000,000 or more has asserted a
default thereunder on the part of Borrower or any Restricted Subsidiary, (iii) any labor
union has notified Borrower of its intent to strike on a date certain and such strike would
involve more than 100 employees of Borrower or any Restricted Subsidiary or (iv) any Gaming
Authority has indicated its intent to consider or act upon a License Revocation or a fine
or penalty of $1,000,000 or more with respect to Borrower or any Restricted Subsidiary, a
written notice describing the pertinent facts relating thereto and what action Borrower is
taking or proposes to take with respect thereto; and




          (l) such other data and information as from time to time may be reasonably requested
by the Administrative Agent, any Lender (through the Administrative Agent) or the Requisite
Lenders.



          Borrower hereby acknowledges that (a) the Administrative Agent will make available to the
Lenders materials and/or information provided by or on behalf of Borrower hereunder (collectively,
“Borrower Materials”) by posting Borrower Materials on IntraLinks or another similar
electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side”
Lenders (i.e., Lenders that do not wish to receive material non-public information with
respect to Borrower or its securities) (each, a “Public Lender”). Borrower hereby agrees
that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly
and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall
appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower
shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower
Materials as either publicly available information or not material information (although it may be
sensitive and proprietary) with respect to Borrower or its securities for purposes of United States
Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be
made available through a portion of the






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Platform designated “Public Investor;” and (z) the
Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC”
as being suitable only for posting on a portion of the Platform not designated “Public Investor.”




          7.2 Compliance Certificates. At the time of the delivery of the financial statements
provided for in Sections 7.1(a) and (b), the Borrower shall deliver to the Administrative Agent a
Compliance Certificate to the effect that no Default or Event of Default exists or, if any Default
or Event of Default does exist, specifying the nature and period of existence thereof, which
certificate shall set forth a specification of any change in the identity of the Restricted
Subsidiaries and Unrestricted Subsidiaries as at the end of such fiscal year or period, as the case
may be, from the Restricted Subsidiaries and Unrestricted Subsidiaries, respectively, provided to
the Lenders on the Closing Date or the most recent fiscal year or period, as the case may be. At
the time of the delivery of the financial statements provided for in Section 7.1(a), the Borrower
shall deliver to the Administrative Agent a certificate of a Senior Officer setting forth the
information required pursuant to Section 1(a) of the Perfection Certificate or confirming that
there has been no change in such information since the Closing Date or the date of the most recent
certificate delivered pursuant to this Section 7.2, as the case may be.




ARTICLE 8

CONDITIONS




          8.1 Conditions to Closing. The effectiveness of this Agreement is subject to the
satisfaction of each of the following conditions precedent (unless all of the Lenders, in their
sole and absolute discretion, shall agree otherwise):





          (a) The Administrative Agent (or, in the case of clause (2) below, each
applicable Lender) shall have received all of the following, each properly executed by a
Senior Officer (in the case of the Borrower or Holdings) or an authorized official (in the
case of any other Person) 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) this Agreement;




          (2) Notes executed by Borrower in favor of each Lender which has
requested a Note;




          (3) the Security Agreement executed by Borrower;




          (4) the Trademark Collateral Assignment executed by Borrower;




          (5) the Deed of Trust executed by Borrower;




          (6) [Reserved];



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          (7) such documentation as the Administrative Agent may require to
establish the due organization, valid existence and good standing of each of the
Borrower and Holdings, 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 official of it authorized to
act on its behalf, including (if applicable) certified copies of the Operating
Agreement, certificates of good standing and/or qualification to engage in
business, tax clearance certificates, certificates of corporate or other
organizational resolutions, incumbency certificates, and the like;




          (8) [reserved];




          (9) the commitment of the Title Company to issue an ALTA policy of
lender’s title insurance, insuring the Lien of the Deed of Trust in the amount of
$45,000,000, subject only to such exceptions as are reasonably acceptable to the
Administrative Agent, together with reinsurance pursuant to ALTA facilitative
reinsurance agreements which is acceptable to the Administrative Agent;




          (10) a certificate of insurance issued by Borrower’s insurance
carrier or agent with respect to the insurance required to be maintained pursuant
to the Loan Documents, together with lender’s loss payable endorsements thereof on
Form 438BFU or other form acceptable to the Administrative Agent;




          (11) the Fee Letter;




          (12) an Officer’s Certificate certifying that the conditions
specified in Sections 8.1(c), 8.1(d) and 8.1(f) have been satisfied;




          (13) the Management Agreement;



          (14) [reserved];




          (15) evidence satisfactory to the Administrative Agent of the
compliance by Holdings and Borrower of their obligations under the Holdings Pledge
Agreement, the Security Agreement and the other Collateral Documents (including
their obligations to execute, as applicable, and deliver UCC financing statements,
originals of securities, instruments and chattel paper and any agreements governing
deposit and/or securities accounts as provided therein);




          (16) a Certificate of a Senior Officer attaching the balance sheet
referred to in Section 4.5 and the Pro Forma Financial Statements;




          (17) a Perfection Certificate of the Borrower in the form attached
hereto as Exhibit L;




          (18) [reserved]; and



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




          (b) All fees payable on the Closing Date pursuant to Article 3 shall have
been paid.




          (c) The representations and warranties of Borrower and Holdings contained
in Article 4 and each other Loan Document shall be true and correct in all material
respects.




          (d) Borrower and any other Parties shall be in compliance with all the
terms and provisions of the Loan Documents, and no Default or Event of Default shall have
occurred and be continuing.




          (e) The Borrower shall have used commercially reasonable efforts to
deliver to the Administrative Agent a Subordination, Non-Disturbance and Attornment
Agreement executed by each of Regal Cinemas, Inc. and Briad Restaurant Group, LLC, d/b/a
TGI Friday’s with respect to its lease of space at the Aliante Casino and Hotel.




          (f) The Borrower shall have obtained all Permits and all Gaming Licenses
required for the operation of the Aliante Casino and Hotel and any approvals or consents of
the Gaming Authorities required under the Gaming Laws for the Liens granted pursuant to the
Collateral Documents.




          (g) The Effective Date shall have occurred and all conditions to the
effectiveness of the Plan of Reorganization shall have been satisfied or waived;
provided that if such waiver could reasonably be expected to be adverse in any material
respect to the interests of the Lenders, the Administrative Agent shall have provided its
prior written consent to such waiver.



ARTICLE 9

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 amount of any of the Loans, or any portion
thereof, on the date when due; or




          (b) Borrower fails to pay any interest on any of the Loans, or any agency fee or any
other fee payable under Article 3, or any portion thereof, within three Business Days after
the date when due; or fails to pay any other fee or amount payable to the Lenders under any
Loan Document, or any portion thereof, within three Business Days after demand therefor; or



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          (c) Holdings or Borrower fails to comply with any of the covenants contained in
Section 5.2, Section 5.13, Article 6 or Section 7.1(j) of this Agreement on the date when
such compliance is required; or




          (d) [Reserved]




          (e) Holdings, Borrower, any of its Restricted Subsidiaries or any other Party fails to
perform or observe any other covenant or agreement (not specified in clauses (a), (b),
(c) or (d) above) contained in any Loan Document on its part to be performed or observed
within 30 days after receipt by Borrower of written notice thereof from the Administrative
Agent; or




          (f) Any representation or warranty of Holdings, Borrower or any of its Restricted
Subsidiaries made in any Loan Document, or in any certificate or other writing delivered by
Holdings, Borrower or such Subsidiary pursuant to any Loan Document, proves to have been
incorrect when made or reaffirmed in any material respect; or




          (g) Holdings, Borrower or any its Restricted Subsidiaries (A) fails to make any
payment beyond the applicable grace period, if any, whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than
Indebtedness hereunder) having an aggregate outstanding principal amount (individually or
in the aggregate with all other Indebtedness as to which such a failure shall exist) of not
less than $10,000,000, or (B) fails to observe or perform any other agreement or condition
relating to any such Indebtedness, or any other event occurs (other than, with respect to
Indebtedness consisting of Hedging Agreements, termination events or equivalent events
pursuant to the terms of such Hedging Agreements and not as a result of any default
thereunder by any Loan Party), the effect of which default or other event is to cause, or
to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of
such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice
if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or
redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem
such Indebtedness to be made, prior to its stated maturity; provided that this
clause (g)(B) shall not apply to secured Indebtedness that becomes due as a result of the
voluntary sale or transfer of the property or assets securing such Indebtedness, if such
sale or transfer is permitted hereunder and under the documents providing for such
Indebtedness; provided, further, that such failure is unremedied and is not
waived by the holders of such Indebtedness prior to any acceleration of the Loans pursuant
to Section 9.2; or




          (h) [reserved]; or




          (i) [reserved]; or




          (j) any Loan Document (other than a Secured Hedge Obligation), 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
payment Obligations, or the termination thereof pursuant to its express



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terms, 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 is materially adverse to the interests
of the Lenders; or any Collateral Document ceases (other than by action or inaction of the
Administrative Agent or any Lender) to create a valid and effective Lien in any material
Collateral covered thereby; or any Party thereto denies in writing that it has any or
further liability or obligation under any Loan Document (other than a Secured Hedge
Obligation), or purports to revoke, terminate or rescind same; or




          (k) a final judgment against Holdings, Borrower or any of its Subsidiaries is entered
for the payment of money in excess of $5,000,000 (not covered by insurance or for which an
insurer has reserved its rights) and, absent procurement of a stay of execution, such
judgment remains unsatisfied for thirty calendar days after the date of entry of judgment,
or in any event later than five 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 calendar days after its issue or levy; or




          (l) other than the Bankruptcy Case, Holdings, Borrower or any of its 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 is unable 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
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 calendar days; or




          (m) the occurrence of any Pension Plan Event or Multiemployer Plan Event that,
individually or in the aggregate with any other Pension Plan Event or Multiemployer Plan
Event, could reasonably be expected to have a Material Adverse Effect; or




          (n) 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




          (o) 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



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          (p) the present value of all accrued benefits under each Pension Plan (based on the
assumptions used to fund such Pension Plans) exceeds the value of the assets of the Pension
Plans allocable to such accrued benefits by 5,000,000; or




          (q) the occurrence of a License Revocation that continues for three consecutive
calendar days; or




          (r) the occurrence of any Change in Control.



          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, subject to applicable Gaming Laws:





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




          (1) all obligations of the Administrative Agent or the Lenders and all rights
of Borrower and any other Parties under the Loan Documents shall be suspended
without notice to or demand upon Borrower, which are expressly waived by Borrower,
except that all of the Lenders or the Requisite Lenders (as the case may
be, in accordance with Section 11.2) may waive an Event of Default or, without
waiving, determine, upon terms and conditions satisfactory to the Lenders or
Requisite Lenders, as the case may be, to reinstate such obligations and rights,
which waiver or determination shall apply equally to, and shall be binding upon,
all the Lenders; and




          (2) the Requisite Lenders may request the Administrative Agent to, and the
Administrative Agent thereupon shall declare all or any part of the unpaid
principal of all Loans, 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(l) as to
Borrower:




          (1) all other obligations of the Administrative Agent or the Lenders and all
rights of Borrower and any other Parties under the Loan Documents shall terminate
without notice to or demand upon Borrower, which are expressly waived by Borrower,
except that all of the Lenders may waive the Event of Default or, without waiving,
determine, upon terms and conditions satisfactory to all the Lenders, to reinstate
such obligations and rights, which determination shall apply equally to, and shall
be binding upon, all the Lenders; and



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          (2) the unpaid principal amount of all Loans, 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 other Secured Parties, 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 Secured Parties in the same proportions that the aggregate
payment Obligations owed to each Secured Party under the Loan Documents bear to the
aggregate payment Obligations owed under the Loan Documents to all the Secured Parties,
without priority or preference among the Secured Parties. Regardless of how each Secured
Party may treat payments for the purpose of its own accounting, for the purpose of
computing Borrower’s payment Obligations hereunder and under the Loans, payments of the
proceeds from the exercise of the Secured Parties’ rights and remedies 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 the Secured Parties under
each of the Loan Documents), and third, to the payment of all other amounts
(including any Secured Hedging Obligations and principal, fees and obligations
under any Secured Bank Products Agreements) then owing to the Administrative Agent or the
other Secured Parties under the Loan Documents. No application of payments of the proceeds
from the exercise of the Secured Parties’ rights and remedies 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 Secured Parties hereunder or thereunder or at Law or in equity for the collection or
recovery of all unpaid payment Obligations.



ARTICLE 10

ADMINISTRATIVE AGENT




          10.1 Appointment and Authorization of Administrative Agent.






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          (a) Each Lender hereby irrevocably appoints, designates and authorizes the
Administrative Agent to take such action on its behalf under the provisions of this
Agreement and each other Loan Document and to exercise such powers and perform such duties
as are expressly delegated to it by the terms of this Agreement or any other Loan Document,
together with such powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary contained elsewhere herein or in any other Loan Document, the
Administrative Agent shall not have any duties or responsibilities, except those expressly
set forth herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender or Participant, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this Agreement or
any other Loan Document or otherwise exist against the Administrative Agent. Without
limiting the generality of the foregoing sentence, the use of the term “agent” herein and
in the other Loan Documents with reference to the Administrative Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable Law. Instead, such term is used merely as a matter of market
custom, and is intended to create or reflect only an administrative relationship between
independent contracting parties.



          10.2 Delegation of Duties. The Administrative Agent may execute any of its duties
under this Agreement or any other Loan Document by or through agents, employees or
attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts
concerning all matters pertaining to such duties. The Administrative Agent shall not be
responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in
the absence of gross negligence or willful misconduct.




          10.3 Liability of Administrative Agent. No Agent-Related Person shall (a) be
liable for any action taken or omitted to be taken by any of them under or in connection with this
Agreement or any other Loan Document or the transactions contemplated hereby (except for its own
gross negligence or willful misconduct in connection with its duties expressly set forth herein),
or (b) be responsible in any manner to any Lender or participant for any recital, statement,
representation or warranty made by any Party or any officer thereof, contained herein or in any
other Loan Document, or in any certificate, report, statement or other document referred to or
provided for in, or received by the Administrative Agent under or in connection with, this
Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document, or for any failure of any Party or any
other party to any Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to
inquire as to the observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties, books or records of
any Party or any Affiliate thereof.




          10.4 Reliance by Administrative Agent.





          (a) The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex
or telephone message, electronic mail message, statement or other document or conversation



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believed by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons, and upon advice and statements of legal counsel (including
counsel to any Party), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent shall be fully justified in failing or
refusing to take any action under any Loan Document unless it shall first receive such
advice or concurrence of the Requisite Lenders as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Lenders against any and
all liability and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of the Requisite Lenders (or such greater number of
Lenders as may be expressly required hereby in any instance) and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the Lenders.




          (b) For purposes of determining compliance with the conditions specified
in Section 8.1, each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or satisfactory to a
Lender unless the Administrative Agent shall have received notice from such Lender prior to
the proposed Closing Date specifying its objection thereto.



           10.5 Notice of Default. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default, except with respect to defaults in the
payment of principal, interest and fees required to be paid to the Administrative Agent for the
account of the Lenders, unless the Administrative Agent shall have received written notice from a
Lender or Borrower referring to this Agreement, describing such Default and stating that such
notice is a “notice of default.” The Administrative Agent will promptly notify the Lenders of its
receipt of any such notice. The Administrative Agent shall take such action with respect to such
Default as may be directed by the Requisite Lenders in accordance with Article 9; provided,
however, that unless and until the Administrative Agent has received any such direction,
the Administrative Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default as it shall deem advisable or in the best interest
of the Lenders.




          10.6 Credit Decision; Disclosure of Information by Administrative Agent. Each Lender
acknowledges that no Agent-Related Person has made any representation or warranty to it, and that
no act by the Administrative Agent hereafter taken, including any consent to and acceptance of any
assignment or review of the affairs of any Party or any Affiliate thereof, shall be deemed to
constitute any representation or warranty by any Agent-Related Person to any Lender as to any
matter, including whether Agent-Related Persons have disclosed material information in their
possession. Each Lender represents to the Administrative Agent that it has, independently and
without reliance upon any Agent-Related Person and based on such documents and information as it
has deemed appropriate, made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of the Parties and their
respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the
transactions contemplated hereby, and made its own decision to







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enter into this Agreement and to
extend credit to Borrower and the other Parties hereunder. Each Lender also represents that it
will, independently and without reliance upon any Agent-Related Person and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and the other Loan
Documents, and to make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and creditworthiness of
Borrower and the other Parties. Except for notices, reports and other documents expressly required
to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall
not have any duty or responsibility to provide any Lender with any credit or other information
concerning the business, prospects, operations, property, financial and other condition or
creditworthiness of any of the Parties or any of their respective Affiliates which may come into
the possession of any Agent-Related Person.




          10.7 Indemnification of Administrative Agent. Whether or not the transactions
contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related
Person (to the extent not reimbursed by or on behalf of any Party and without limiting the
obligation of any Party to do so), pro rata, and hold harmless each Agent-Related Person from and
against any and all Indemnified Liabilities incurred by it; provided, however, that no
Lender shall be liable for the payment to any Agent-Related Person of any portion of such
Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of
competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or
willful misconduct; provided, however, that no action taken in accordance with the
directions of the Requisite Lenders shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall
reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket
expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or
referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses
by or on behalf of Borrower. The undertaking in this Section shall survive termination of the
Commitments, the payment of all Obligations and the resignation of the Administrative Agent.




          10.8 Administrative Agent in its Individual Capacity. Wilmington Trust and its Affiliates
may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity
interests in and generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with each of the Parties and their respective Affiliates as though Wilmington
Trust were not the Administrative Agent hereunder and without notice to or consent of the Lenders.
The Lenders acknowledge that, pursuant to such activities, Wilmington Trust or its Affiliates may
receive information regarding any Party or its Affiliates (including information that may be
subject to confidentiality obligations in favor of such Party or such Affiliate) and acknowledge
that the Administrative Agent shall be under no obligation to provide such information to them.
With respect to its Loans, if any, Wilmington Trust shall have the same rights and powers under
this Agreement as any other Lender and may exercise such rights and





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powers as though it were not
the Administrative Agent, and if Wilmington Trust holds any Loans, the terms “Lender” and “Lenders”
include Wilmington Trust in its individual capacity.




          10.9 Successor Administrative Agent. The Administrative Agent may resign as
Administrative Agent upon 30 days’ notice to the Lenders. If the Administrative Agent resigns
under this Agreement, the Requisite Lenders shall appoint a successor administrative agent for the
Lenders, which successor administrative agent shall be consented to by Borrower at all times other
than during the existence of an Event of Default (which consent of Borrower 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 Borrower, a successor administrative agent. Upon the
acceptance of its appointment as successor administrative agent hereunder, the Person acting as
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, without any other or further act or deed on the part of
such retiring Administrative Agent or any other Lender. After any retiring Administrative Agent’s
resignation hereunder as Administrative Agent, the provisions of this Article 10 and Sections 11.3
and 11.11 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 no successor administrative agent has accepted
appointment as Administrative Agent by the date which is 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 agent as provided for above.




           10.10 Administrative Agent May File Proofs of Claim. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to any Party, the Administrative Agent
(irrespective of whether the principal of any Loan shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall
have made any demand on Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise:





           (a) to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans and all other Obligations that are owing
and unpaid and to file such other documents as may be necessary or advisable in order to
have the claims of the Lenders and the Administrative Agent (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Lenders and the
Administrative Agent and their respective agents and counsel and all other amounts due the
Lenders and the Administrative Agent under Article 3 and Section 11.3) allowed in such
judicial proceeding; and




          (b) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;



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and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each Lender to make such payments
to the Administrative Agent and, in the event that the Administrative Agent shall consent to the
making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due
for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent
and its agents and counsel, and any other amounts due the Administrative Agent under Article 3 and
Section 11.3. Nothing contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.




          10.11 Collateral and Guaranty Matters. Each of the Lenders (including in its
capacities as a potential Bank Products Bank and a potential Hedge Bank) irrevocably authorizes the
Administrative Agent, and the Administrative Agent agrees that it will:





          (a) release any Lien on any property granted to or held by the
Administrative Agent under any Loan Document (i) upon payment in full of all Obligations
(other than (x) Secured Hedging Obligations as to which arrangements satisfactory to the
applicable Hedge Bank shall have been made, (y) obligations under Secured Bank Products
Agreements as to which arrangements satisfactory to the applicable Bank Products Bank shall
have been made and (z) contingent indemnification obligations not yet accrued and payable),
(ii) at the time the property subject to such Lien is transferred or to be transferred as
part of or in connection with any transfer permitted hereunder or under any other Loan
Document to any Person other than Holdings, the Borrower or any Subsidiary Guarantor, (iii)
subject to Section 11.2, if the release of such Lien is approved, authorized or ratified in
writing by the Requisite Lenders, or (iv) if the property subject to such Lien is owned by
a Guarantor, upon release of such Guarantor from its obligations under its Guarantee
pursuant to clause (c) below;




          (b)release or subordinate any Lien on any property granted to or held by
the Administrative Agent under any Loan Document to the holder of any Lien on such property
that is permitted by Section 6.3(c); and




          (c) release any Guarantor from its Guarantee of the Obligations if (i) in
the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary as a result of
a transaction or designation permitted hereunder or (ii) in the case of Holdings, as a
result of a transaction permitted hereunder; provided that no such release shall occur
if such Guarantor continues to be a guarantor in respect of any Credit Agreement
Refinancing Indebtedness.


Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing
the Administrative Agent’s authority to release or subordinate its interest in particular types or
items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to
this Section 10.11. In each case as specified in this Section 10.11, the Administrative Agent will
(and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense,
execute and deliver to the Borrower such documents as the Borrower may





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reasonably request to
evidence the release or subordination of such item of Collateral from the assignment and security
interest granted under the Collateral Documents, or to evidence the release of such Guarantor from
its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents
and this Section 10.11.




          10.12 Proportionate Interest in any Collateral. The Administrative Agent, on behalf of
all the Secured Parties, shall hold in accordance with the Loan Documents all items of any
collateral or interests therein received or held by the Administrative Agent. 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 Secured Party
shall have an interest in the Collateral or interests therein in the same proportions that the
aggregate Obligations owed such Person under the Loan Documents bear to the aggregate Obligations
owed under the Loan Documents to all such Persons, without priority or preference among them.




          10.13 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 Administrative Agent (or an Affiliate or designee thereof) pro rata for
the benefit of the Secured Parties in accordance with the Obligations outstanding.




          10.14 Subordination, Non Disturbance and Attornment Agreements. The
Administrative Agent is hereby authorized (but shall not be obligated to) to execute and deliver
Subordination, Non Disturbance and Attornment Agreements substantially in the form of the
Subordination, Non Disturbance and Attornment Agreements to be entered into with Regal Cinemas,
Inc. and Briad Restaurant Group, LLC, d/b/a TGI Friday’s, with Borrower, any relevant Subsidiaries
thereof and their commercial tenants without prior notice to or consent by the Lenders, and may,
following not less than two Business Days notice to each Lender with a copy of the proposed
agreement (unless the Requisite Lenders object thereto during such period), enter into
Subordination, Non Disturbance and Attornment Agreements and other related agreements which are in
a form acceptable to the Administrative Agent.




          10.15 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.




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          10.16 Secured Bank Products Agreements and Secured Hedging Agreements. Except as
otherwise expressly set forth herein or in any Guaranty or any Collateral Document, no Bank
Products Bank or Hedge Bank that obtains the benefits of Section 9.2(d), any Guaranty or any
Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall
have any right to notice of any action or to consent to, direct or object to any action hereunder
or under any other Loan Document or otherwise in respect of the Collateral (including the release
or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to
the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this
Article 10 to the contrary, the Administrative Agent shall not be required to verify the payment
of, or that other satisfactory arrangements have been made with respect to, Secured Hedging
Obligations or Obligations arising under Secured Bank Products Agreements unless the Administrative
Agent has received written notice of such Obligations, together with such supporting documentation
as the Administrative Agent may request, from the applicable Bank Products Bank or Hedge Bank, as
the case may be.




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 as provided in Section 11.2 in whole or in part, with or without terms or conditions, in
respect of any Loan 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 Borrower or any other Party therefrom, may
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 Borrower or any of
its Subsidiaries is a Party, signed by each such Party, and, in the case of any amendment,
modification or supplement to Article 10 or to any other provision that impacts the rights and
obligations of the Administrative Agent hereunder or under any other Loan Document, 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 affected thereby, no amendment,
modification, supplement, termination, waiver or consent may be effective:





          (a) To (i) change the
principal of, or the amount of principal of, or the
amount of principal prepayments of, any Loan without the consent of the holder thereof



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(other than by operation of a waiver or amendment with respect to any mandatory prepayment
under Section 3.2(c), (d) or (e)), (ii) decrease the rate of interest payable on any Loan
without the consent of the holder thereof, (iii) increase the amount or percentage of the
Pro Rata Share of any Commitment of any Lender without the consent of that Lender,
(iv) decrease the amount of any other fee or amount payable to any Lender under the Loan
Documents without the consent of that Lender, (v) increase the aggregate amount of the
Commitments of the Lenders without the consent of all Lenders, (vi) increase the interest
rate payable on any Loan without the consent of all Lenders, unless a corresponding
increase is provided for each other Loan, or (vii) waive an Event of Default consisting of
the failure of Borrower to pay when due any principal, interest or any commitment fee
hereunder;




          (b)
To postpone any date fixed for any payment of principal of, prepayment
of principal of or any installment of interest on, any Loan, or to extend the term of any
of the Commitments;




          (c)
To release the Holdings Pledge Agreement, any Subsidiary Guaranty or
any material portion of the Collateral, except as expressly provided for in any Loan
Document; provided that the Administrative Agent is authorized to release the Lien
created by the Collateral Documents on (i) assets secured by Indebtedness of the type
described in Section 6.3(c), (ii) assets which are the subject of an Asset Sale permitted
by Section 6.1, and (iii) assets the sale, transfer or other Disposition of which is not an
Asset Sale, and shall do so upon request of Borrower subject to such reasonable and
customary requirements as the Administrative Agent may specify;




          (d) To amend the provisions of the definition of “Quarterly Payment Date,” “Requisite
Lenders,” “Maturity Date” or to amend any constituent definition in a manner which results
in a substantive change to any of the definitions listed in this clause (d);




          (e) To amend or waive this Section 11.2, or Sections 11.9 or 11.10; or




          (f) To amend any provision of this Agreement specifying the number or percentage of
Lenders required to amend, waive or otherwise modify any rights hereunder or make any
determination or grant any consent hereunder without the consent of all Lenders.


Notwithstanding the foregoing,





          (a) no Lender consent is required to effect any amendment or supplement to any First
Lien Intercreditor Agreement or any Second Lien Intercreditor Agreement (i) that is for the
purpose of adding the holders of Permitted Pari Passu Secured Refinancing Debt or Permitted
Junior Secured Refinancing Debt (or a Senior Representative with respect thereto) as
parties thereto, as expressly contemplated by the terms of such First Lien Intercreditor
Agreement or such Second Lien Intercreditor Agreement, as applicable (it being understood
that any such amendment or supplement may make such other changes to the applicable
intercreditor agreement as, in the good



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faith determination of the Administrative Agent,
are required to effectuate the foregoing and provided that such other changes are
not adverse, in any material respect, to the interests of the Lenders) or (ii) that is
expressly contemplated by the comparable provisions, if any, of any First Lien
Intercreditor Agreement or any Second Lien Intercreditor Agreement; provided
further that no such agreement shall amend, modify or otherwise affect the rights
or duties of the Administrative Agent hereunder or under any other Loan Document without
the prior written consent of the Administrative Agent.




          (b) this Agreement may be amended (or amended and restated) with the written consent
of the Requisite Lenders, the Administrative Agent and the Borrower (i) to add one or more
additional credit facilities to this Agreement and to permit the extensions of credit from
time to time outstanding thereunder and the accrued interest and fees in respect thereof to
share ratably in the benefits of this Agreement and the other Loan Documents with the Loans
and the accrued interest and fees in respect thereof and (ii) to include appropriately the
Lenders holding such credit facilities in any determination of the Requisite Lenders.


In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent
of the Administrative Agent, the Borrower and the Lenders providing the Replacement Loans (as
defined below) to permit the refinancing of all outstanding Loans of any Class (“Refinanced
Loans”) with replacement term loans (“Replacement Loans”) hereunder; provided
that (a) the aggregate principal amount of such Replacement Loans shall not exceed the aggregate
principal amount of such Refinanced Loans, (b) the All-In Yield with respect to such Replacement
Loans (or similar interest rate applicable to such Replacement Loans) shall not be higher than the
All-In Yield for such Refinanced Loans (or similar interest rate applicable to such Refinanced
Loans) immediately prior to such refinancing, (c) the Weighted Average Life to Maturity of such
Replacement Loans shall not be shorter than the Weighted Average Life to Maturity of such
Refinanced Loans at the time of such refinancing (except by virtue of amortization or prepayment of
the Refinanced Loans prior to the time of such incurrence) and (d) all other terms applicable to
such Replacement Loans shall be substantially identical to, or less favorable to the Lenders
providing such Replacement Loans than, those applicable to such Refinanced Loans, except to the
extent necessary to provide for covenants and other terms applicable to any period after the Latest
Maturity Date of the Loans in effect immediately prior to such refinancing.



Notwithstanding anything to the contrary contained in this Section 11.2, guarantees, collateral
security documents and related documents executed by Subsidiaries in connection with this Agreement
may be in a form reasonably determined by the Administrative Agent and may be, together with this
Agreement, amended and waived with the consent of the Administrative Agent at the request of the
Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is
delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure
ambiguities or defects or (iii) to cause such guarantee, collateral security document or other
document to be consistent with this Agreement and the other Loan Documents.



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






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Administrative Agent. Notwithstanding anything to the contrary herein, no Defaulting Lender shall
have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the
Pro Rata Share of the Commitments of such Lender may not be increased or extended without the
consent of such Lender.



If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to
any Loan Document that requires the consent of each Lender and that has been approved by the
Requisite Lenders, the Borrower may replace such non-consenting Lender (each, a “Non-Consenting
Lender”) in accordance with Section 11.25; provided that such amendment, waiver,
consent or release can be effected as a result of the assignment contemplated by such
Section (together with all other such assignments required by the Borrower to be made pursuant to
this paragraph).




          11.3 Attorney Costs, Expenses and Taxes.





          (a) Borrower agrees (i) to pay or reimburse the Administrative Agent for
all costs and expenses incurred in connection with the development, preparation,
negotiation and execution of this Agreement and the other Loan Documents and any amendment,
waiver, consent or other modification of the provisions hereof and thereof (whether or not
the transactions contemplated hereby or thereby are consummated), and the consummation and
administration of the transactions contemplated hereby and thereby, including all
reasonable Attorney Costs, and (ii) to pay or reimburse the Administrative Agent and each
Lender for all costs and expenses incurred in connection with the enforcement, attempted
enforcement, or preservation of any rights or remedies under this Agreement or the other
Loan Documents (including all such costs and expenses incurred during any “workout” or
restructuring in respect of the Obligations and during any legal proceeding, including any
proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs
and expenses shall include all search, filing, recording, title insurance and appraisal
charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by
the Administrative Agent and the cost of independent public accountants and other outside
experts retained by the Administrative Agent or any Lenders. All amounts due under this
Section 11.3 shall be payable within five Business Days after demand therefor. The
agreements in this Section shall survive the termination of the Commitments and repayment
of all other Obligations.




          (b) Borrower shall pay any and all Other Taxes to the relevant
Governmental Agency in accordance with applicable Law and shall reimburse, hold harmless
and indemnify on the terms set forth in Section 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 Other Taxes. Any
amount payable to the Administrative Agent or any Lender under this Section 11.3(b) shall
bear interest from the second Business Day following the date of demand for payment at the
Default Rate.



          11.4 Nature of Lenders’ Obligations. The obligations of the Lenders hereunder to
make Loans are several and not joint. The failure of any Lender to make any Loan on any date
required hereunder shall not relieve any other Lender of its corresponding obligation to do so on





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such date, and no Lender shall be responsible for the failure of any other Lender to so make its
Loan. 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 Borrower or any Affiliate of Borrower. A default by any Lender will not
increase the Pro Rata Share of the Commitments 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 made hereunder and in any other Loan Document or other document delivered pursuant
hereto or thereto or in connection herewith or therewith shall survive the execution and delivery
hereof and thereof. Such representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by the Administrative
Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default at the time of the making of any Loan, and
shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied.




          11.6 Notices.





          (a) General. Unless otherwise expressly provided herein, all notices
and other communications provided for hereunder shall be in writing (including by facsimile
or other electronic transmission). All such written notices shall be mailed, faxed or
delivered to the applicable address, facsimile number or (subject to subsection (c) below)
electronic mail address, and all notices and other communications expressly permitted
hereunder to be given by telephone shall be made to the applicable telephone number, as
follows:




          (1) if to Holdings, Borrower or the Administrative Agent, to the address,
facsimile number, electronic mail address or telephone number specified for such
Person on the signature pages of this Agreement or to such other address, facsimile
number, electronic mail address or telephone number as shall be designated by such
party in a notice to the other parties; and




          (2) if to any Lender, to the address, facsimile number, electronic mail
address or telephone number specified in its Administrative Questionnaire or to
such other address, facsimile number, electronic mail address or telephone number
as shall be designated by such party in a notice to Borrower and the Administrative
Agent.


All such notices and other communications shall be deemed to be given or made upon the earlier to
occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by
courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail,






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four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when
sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which
form of delivery is subject to the provisions of subsection (c) below), when delivered;
provided, however, that notices and other communications to the Administrative
Agent pursuant to Article 2 shall not be effective until actually received by such Person. In no
event shall a voicemail message be effective as a notice, communication or confirmation hereunder.





          (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may
be transmitted or signed by facsimile. The effectiveness of any such documents and
signatures shall, subject to applicable Law, have the same force and effect as
manually-signed originals and shall be binding on all Parties, the Administrative Agent and
the Lenders. The Administrative Agent may also require that any such documents and
signatures be confirmed by a manually-signed original thereof; provided,
however, that the failure to request or deliver the same shall not limit the
effectiveness of any facsimile document or signature.




          (c) Electronic Communications. (i) The Borrower and each Lender agree that all
notices and other communications from the Administrative Agent to any Lender under the Loan
Documents may be delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by the Administrative Agent;
provided that the foregoing shall not apply to notices to any Lender that has
notified the Administrative Agent that it is incapable of receiving notices by electronic
communication. The Administrative Agent may agree to accept notices and other
communications to it under the Credit Agreement by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be limited
to particular notices or communications.




          (ii) The Borrower and Lenders understand that the distribution of material
through an electronic medium is not necessarily secure and that there are
confidentiality and other risks associated with such distribution and agree and
assume the risks associated with such electronic distribution, except to the extent
caused by the willful misconduct or gross negligence of the Administrative Agent,
as determined by a final, non-appealable judgment of a court of competent
jurisdiction.




          (iii) The Lenders agree that electronic communications are provided “as is”
and “as available”. Neither the Administrative Agent nor any other Agent-Related
Person warrants the accuracy, adequacy, or completeness of the electronic
communications or any Internet or intranet platform on which they may be provided,
and each expressly disclaims liability for errors or omissions in any such platform
and the electronic communications. No warranty of any kind, express, implied or
statutory, including any warranty of merchantability, fitness for a particular
purpose, non-infringement of third party rights or freedom from viruses or other
code defects is made by the Administrative Agent in connection with any such
platform or the electronic communications.



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          (iv) The Borrower and each Lender agree that the Administrative Agent may, but
shall not be obligated to, store any electronic communications on Internet or
intranet platforms in accordance with the Administrative Agent’s customary document
retention procedures and policies.




          (d) Reliance by Administrative Agent and Lenders. The Administrative Agent
and the Lenders shall be entitled to rely and act upon any notices that, in the reasonable
judgment of the Administrative Agent and the Lenders, are purportedly given by or on behalf
of Borrower even if (i) such notices were not made in a manner specified herein, were
incomplete or were not preceded or followed by any other form of notice specified herein,
or (ii) the terms thereof, as understood by the recipient, varied from any confirmation
thereof. Borrower shall indemnify each Agent-Related Person and each Lender from all
losses, costs, expenses and liabilities resulting from the reliance by such Person on each
notice that, in the reasonable judgment of such Agent-Related Person, is purportedly given
by or on behalf of Borrower. All telephonic notices to and other communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of the parties
hereto hereby consents to such recording.



          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 or electronic mail 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 Successors and Assigns.





  
        (a) Successors and Assigns Generally. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Borrower may not assign
or otherwise transfer any of its rights or obligations hereunder without the prior written
consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an assignee in accordance
with the provisions of Section 11.8(b), (ii) by way of participation in accordance with the
provisions of Section 11.8(d), or (iii) by way of pledge or assignment of a security
interest subject to the restrictions of Section 11.8(f) (and any other attempted assignment
or transfer by any party hereto shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants to the
extent provided in subsection (d) of this Section and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.



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          (b) Assignments by Lenders. Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement (including
all or a portion of the Loans at the time owing to it); provided that any such
assignment shall be subject to the following conditions:




          (i) Minimum Amounts.




          (A) in the case of an assignment of the entire remaining amount of
the Loans owing to the assigning Lender or in the case of an assignment to
a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount
need be assigned; and




          (B) in any case not described in subsection (b)(i)(A) of this
Section, the aggregate amount of the principal outstanding balance of the
Loans of the assigning Lender subject to each such assignment, determined
as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent or, if “Trade Date” is
specified in the Assignment and Assumption, as of the Trade Date, shall
not be less than $1,000,000, unless each of the Administrative Agent and,
so long as no Event of Default has occurred and is continuing, the
Borrower otherwise consents (each such consent not to be unreasonably
withheld or delayed); provided, however, that concurrent
assignments to members of an Assignee Group and concurrent assignments
from members of an Assignee Group to a single Eligible Assignee (or to an
Eligible Assignee and members of its Assignee Group) will be treated as a
single assignment for purposes of determining whether such minimum amount
has been met;




          (ii) Proportionate Amounts. Each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement with respect to the Loans assigned;




          (iii) Required Consents. No consent shall be required for any
assignment except to the extent required by subsection (b)(i)(B) of this
Section and, in addition:




          (A) the consent of the Borrower (such consent not to be unreasonably
withheld or delayed) shall be required unless (1) an Event of Default has
occurred and is continuing at the time of such assignment or (2) such
assignment is to a Lender, an Affiliate of a Lender or an Approved Fund,
provided that the Borrower shall be deemed to have consented to
any such assignment unless it shall object thereto by written notice to
the Administrative Agent within five (5) Business Days after having
received notice thereof; and




          (B) the consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) shall be required for



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assignments in
respect of any Loan unless such assignment is to a Lender, an Affiliate of
a Lender or an Approved Fund.




          (iv) Assignment and Assumption. The parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee in the amount, of $3,500;
provided, however, that the Administrative Agent may, in its sole
discretion, elect to waive such processing and recordation fee in the case of any
assignment. The assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire.




          (v) No Assignment to Holdings or Borrower. No such assignment shall
be made to (A) Holdings, the Borrower or any of their respective Subsidiaries
except as permitted under Section 3.5 or (B) to any Defaulting Lender or any of its
Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute
any of the foregoing Persons described in this clause (B).




          (vi) No Assignment to Natural Persons. No such assignment shall be
made to a natural person.


Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection
(c) of this Section, from and after the effective date specified in each Assignment and Assumption,
the assignee thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be
entitled to the benefits of Sections 3.8, 11.3, 11.11 and 11.22 with respect to facts and
circumstances occurring prior to the effective date of such assignment; provided that,
except to the extent otherwise expressly agreed to by the affected parties, no assignment by a
Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising
from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense)
shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this subsection shall be
treated for purposes of this Agreement as a sale by such Lender of a participation in such rights
and obligations in accordance with Section 11.8(d).





          (c) Register. The Administrative Agent, acting solely for this purpose as an
agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each
Assignment and Assumption delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans
owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive absent manifest
error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder
for all



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purposes of this Agreement. Any assignment of any Loan, whether or not evidenced
by a Note, shall be effective only upon appropriate entries with respect thereto being made
in the Register. The Register shall be available for inspection by the Borrower and any
Lender, at any reasonable time and from time to time upon reasonable prior notice. At the
request of any Lender, the Administrative Agent shall annotate the Register to reflect any
collateral assignment of the Obligations owed to that Lender and, provided that the
Administrative Agent has been given the name and address of such collateral assignee, the
Administrative Agent (i) shall not reflect further transfers of such Obligations on the
Register absent receipt of written consent to such transfers from such collateral assignee
and (ii) shall record the transfer of such Obligations on the Register to such collateral
assignee (or such collateral assignee’s designee, nominee or assignee) upon written request
by such collateral assignee.




          (d) Participations. Any Lender may at any time, without the consent of, or
notice to, the Borrower or the Administrative Agent, sell participations to any Person
(other than a natural person or Holdings, the Borrower or any of Holdings’ or the
Borrower’s Subsidiaries) (each, a “Participant”) in all or a portion of such
Lender’s rights and/or obligations under this Agreement (including all or a portion of the
Loans owing to it); provided 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 and (iii) the Borrower, the
Administrative Agent and the Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement. For
the avoidance of doubt, each Lender shall be responsible for the indemnity under Section
10.7 with respect to any payments made by such Lender to its Participant(s). Any agreement
or instrument pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in
Sections 11.2 (a), (b), (c), (d), (e) or (f) that affects such Participant. Subject to
subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled
to the benefits of Sections 3.8, 3.13(d) and 11.3(b) to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to Section 11.8(b) ;
provided that such Participant agrees to be subject to the provisions of Section
11.25 as if it were an assignee under clause (b) of this Section. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 11.9 as though
it were a Lender, provided such Participant agrees to be subject to Section 11.10 as though
it were a Lender.




          (e) Limitations upon Participant Rights. A Participant shall not be entitled
to receive any greater payment under Sections 3.8, 3.13(d) and 11.3(b) than the applicable
Lender would have been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made with the
Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were
a Lender shall not be entitled to the benefits of Sections 3.13(d) or 11.3(b) unless the
Borrower is notified of the participation sold to such Participant and such


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Participant
agrees, for the benefit of the Borrower, to comply with Section 11.21 as though it were a
Lender.




          (f) Certain Pledges. Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement (including under its
Notes, if any) to secure obligations of such Lender, including any pledge or assignment to
secure obligations to a Federal Reserve Bank; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or substitute
any such pledgee or assignee for such Lender as a party hereto.




          (g) Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be deemed to
include electronic signatures or the keeping of records in electronic form, each of which
shall be of the same legal effect, validity or enforceability as a manually executed
signature or the use of a paper-based recordkeeping system, as the case may be, to the
extent and as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act.




Notwithstanding anything in this Section 11.8 to the contrary, the rights of the Lenders to
make assignments of, and grant participations in, the Loans shall be subject to the
approval of any Gaming Authority, 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 shall have occurred and be continuing, each
Lender and each of its Affiliates is hereby authorized at any time and from time to time, after
obtaining the prior written consent of the Requisite Lenders, to the fullest extent permitted by
applicable law, to setoff and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender or any such Affiliate to or for the credit or the
account of the Borrower or any other Loan Party against any and all of the obligations of the
Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan
Document to such Lender, irrespective of whether or not such Lender shall have made any demand
under this Agreement or any other Loan Document and although such obligations of the Borrower or
such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender
different from the branch or office holding such deposit or obligated on such indebtedness. The
rights of each Lender and its Affiliates under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each
Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff
and application, provided that the failure to give such notice shall not affect the validity of
such setoff and application.




          11.10 Sharing of Payments by Lenders. If, other than as expressly provided
elsewhere herein, any Lender shall obtain payment in respect of any principal of or interest on
account of the Loans made by it (whether voluntary, involuntary, through the exercise of any right
of setoff, or otherwise) in excess of its Pro Rata Share (or other share contemplated







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hereunder)
thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and
(b) purchase from the other Lenders such participations in the Loans made by them as shall be
necessary to cause such purchasing Lender to share the excess payment of principal of or interest
on such Loans, pro rata with each of them; provided that if all or any portion of such excess
payment is thereafter recovered from the purchasing Lender under any of the circumstances described
in Section 11.24 (including pursuant to any settlement entered into by the purchasing Lender in its
discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to
the purchasing Lender the purchase price paid therefor, together with an amount equal to such
paying Lender’s ratable share (according to the proportion of (i) the amount of such paying
Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered, without further interest thereon. For avoidance of doubt, the provisions of
this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to
and in accordance with the express terms of this Agreement as in effect from time to time or
(B) any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans to any assignee or participant permitted hereunder. The Borrower
agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent
permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but
subject to Section 11.9) with respect to such participation as fully as if such Lender were the
direct creditor of the Borrower in the amount of such participation. The Administrative Agent will
keep records (which shall be conclusive and binding in the absence of manifest error) of
participations purchased under this Section 11.10 and will in each case notify the Lenders
following any such purchases or repayments. Each Lender that purchases a participation pursuant to
this Section 11.10 shall from and after such 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.




          11.11 Indemnification by Borrower. Whether or not the transactions contemplated hereby
are consummated, Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender
and their respective Affiliates, directors, officers, employees, counsel, agents and
attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities,
obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs,
expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at
any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to
or arising out of or in connection with (a) the execution, delivery, enforcement, performance or
administration of any Loan Document or any other agreement, letter or instrument delivered in
connection with the transactions contemplated thereby or the consummation of the transactions
contemplated thereby, (b) any Commitment, Loan or the use or proposed use of the proceeds therefrom
or (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory (including any investigation of,
preparation for, or defense of any pending or threatened claim, investigation, litigation or
proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing,
collectively, the “Indemnified Liabilities”); provided that such
indemnity shall
not, as to any Indemnitee, be available to the extent that such






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 liabilities, obligations, losses,
damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements
are determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be
liable for any damages arising from the use by others of any information or other materials
obtained through IntraLinks or other similar information transmission systems in connection with
this Agreement, nor shall any Indemnitee have any liability for any indirect or consequential
damages relating to this Agreement or any other Loan Document or arising out of its activities in
connection herewith or therewith (whether before or after the Closing Date). All amounts due under
this Section 11.11 shall be payable within 10 Business Days after demand therefor. The agreements
in this Section shall survive the resignation of the Administrative Agent, the replacement of any
Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the
other Obligations.




          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 borrowers and 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



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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, 11.11, and 11.14, no other Person
shall have any rights of any nature hereunder or by reason hereof.




          11.14 Confidentiality. Each of the Administrative Agent and the Lenders agrees to
hold any confidential information that it may receive from Borrower and its Affiliates pursuant to
this Agreement in confidence, except for disclosure: (a) to other Lenders or their Affiliates;
(b) to legal counsel and accountants for Borrower, its Affiliates or any Lender or any Affiliate of
a Lender; (c) to other professional advisors to Borrower, its Affiliates or any Lender or any
Affiliate of a Lender, provided that the recipient has accepted such information subject to a
confidentiality agreement with provisions substantially similar to this Section 11.14; (d) to
regulatory officials having jurisdiction over that Lender; (e) to any Gaming Authority having
regulatory jurisdiction over Borrower or its Subsidiaries, provided that each Lender agrees
to notify the affected party of any such disclosure unless prohibited by applicable Laws; (f) as
required by Law or legal process, provided that each Lender agrees to notify the affected
party of any such disclosures unless prohibited by applicable Laws, or in connection with any legal
proceeding to which that Lender and Borrower, or their respective Affiliates are adverse parties;
(g) 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 Loans or any Eligible Assignee that is invited to be an Additional Lender,
provided that the recipient has accepted such information subject to a confidentiality
agreement with provisions substantially similar to this Section 11.14; (h) to the National
Association of Insurance Commissioners; (i) to a nationally recognized credit rating agency
provided that each Lender agrees to notify the affected party of any such disclosures, and (j) to
any direct or indirect contractual counterparty in swap agreements or such contractual
counterparty’s advisor (so long as such contractual counterparty or professional advisor to such
contractual counterparty agrees to be bound by the provisions of this Section 11.14). For purposes
of the foregoing, “confidential information” shall mean any information respecting a Person
reasonably considered by that person to be confidential, provided that, in the case of
information received from a Party or any Subsidiary thereof after the date hereof, such information
is clearly identified at the time of delivery as confidential and “confidential information” shall
not include (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, (iii) information previously disclosed by that Person to any
other Person not associated with the disclosing Person without a confidentiality agreement or
obligation substantially similar to this Section 11.14, and (iv) information that is available to
the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by any Party
or any Subsidiary thereof. Nothing in this Section shall be construed to create or give rise to any
fiduciary duty on the part




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of the Administrative Agent or the Lenders to any Person.
Notwithstanding anything herein to the contrary, “confidential information” shall not include, and
the Administrative Agent and each Lender may disclose without limitation of any kind, any
information with respect to the “tax treatment” and “tax structure” (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all
materials of any kind (including opinions or other tax analyses) that are provided to the
Administrative Agent or such Lender relating to such tax treatment and tax structure;
provided that with respect to any document or similar item that in either case contains
information concerning the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or similar item that
relate to the tax treatment or tax structure of the Loans and transactions contemplated hereby.
Nothing in this Section shall be construed to create or give rise to any fiduciary duty on the part
of the Lenders to Borrower or any other Party.




          11.15 Further Assurances. Borrower and its 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 Collateral Document.




          11.16
Integration. This Agreement, together with the other Loan Documents and the
Fee Letter, 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. This Agreement and the rights and obligations of the parties
hereunder shall be governed by, and shall be construed and enforced in accordance with, the laws of
the State of New York.




          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.





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          11.21 Foreign Lenders and Participants.





               (a) Tax Forms.




          (1) Each Lender that is not a “United States person” within the meaning of
Section 7701(a)(30) of the Code (a “Foreign Lender”) shall deliver to the
Administrative Agent, on or before the date such Lender becomes a party to this
Agreement (or, in the case of any Participant, on or before the date such
Participant purchases the related participation), two duly signed completed copies
of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender
and entitling it to an exemption from, or reduction of, withholding tax on all
payments to be made to such Foreign Lender by Borrower pursuant to this Agreement)
or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to
such Foreign Lender by Borrower pursuant to this Agreement) or such other evidence
satisfactory to Borrower and the Administrative Agent that such Foreign Lender is
entitled to an exemption from, or reduction of, U.S. withholding tax, including any
exemption pursuant to Section 871(h) or 881(c) of the Code. Thereafter and from
time to time, each such Foreign Lender shall (A) promptly submit 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 to avoid, or such evidence as is satisfactory to
Borrower and the Administrative Agent of any available exemption from or reduction
of, United States withholding taxes in respect of all payments to be made to such
Foreign Lender by Borrower pursuant to this Agreement, (B) promptly notify the
Administrative Agent of any change in circumstances which would modify or render
invalid any claimed exemption or reduction, and (C) take such steps as shall not be
materially disadvantageous to it, in the reasonable judgment of such Foreign
Lender, and as may be reasonably necessary (including the re-designation of its
Lending Office) to avoid any requirement of applicable Laws that Borrower make any
deduction or withholding for taxes from amounts payable to such Foreign Lender.




          (2) Each Foreign Lender, to the extent it does not act or ceases to act for
its own account with respect to any portion of any sums paid or payable to such
Lender under any of the Loan Documents (for example, in the case of a typical
participation by such Lender), shall deliver to the Administrative Agent on the
date when such Foreign Lender ceases to act for its own account with respect to any
portion of any such sums paid or payable, and at such other times as may be
necessary in the determination of the Administrative Agent (in the reasonable
exercise of its discretion), (A) two duly signed completed copies of the forms or
statements required to be provided by such Lender as set forth above, to establish
the portion of any such sums paid or payable with respect to which such Lender acts
for its own account that is not subject to U.S. withholding tax, and (B) two duly
signed completed copies of IRS Form W-8IMY (or any successor thereto), together
with any information such Lender chooses to transmit with such form,



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and any other
certificate or statement of exemption required under the Code, to establish that
such Lender is not acting for its own account with respect to a portion of any such
sums payable to such Lender.




          (3) Borrower shall not be required to pay any additional amount to any Foreign
Lender under Section 3.13(d) (A) with respect to any taxes required to be deducted
or withheld on the basis of the information, certificates or statements of
exemption such Lender transmits with an IRS Form W-8IMY pursuant to this
Section 11.21(a) or (B) if such Lender shall have failed to satisfy the foregoing
provisions of this Section 11.21(a); provided that if such Lender shall
have satisfied the requirement of this Section 11.21(a) on the date such Lender
became a Lender or ceased to act for its own account with respect to any payment
under any of the Loan Documents, nothing in this Section 11.21(a) shall relieve
Borrower of its obligation to pay any amounts pursuant to Section 3.13(d) in the
event that, as a result of any change in any applicable Law or governmental order,
or any change in the interpretation, administration or application thereof, such
Lender is no longer properly entitled to deliver forms, certificates or other
evidence at a subsequent date establishing the fact that such Lender or other
Person for the account of which such Lender receives any sums payable under any of
the Loan Documents is not subject to withholding or is subject to withholding at a
reduced rate.




          (4) The Administrative Agent may, without reduction, withhold any Taxes
required to be deducted and withheld from any payment under any of the Loan
Documents with respect to which Borrower is not required to pay additional amounts
under this Section 11.21(a).




          (b) FATCA. If a payment made to a Lender under any of the Loan Documents
would be subject to U.S. withholding tax imposed by FATCA if such Lender fails to comply
with the applicable reporting requirements of FATCA (including those contained in Section
1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower
and the Administrative Agent (i) a certification signed by the chief financial officer,
principal accounting officer, treasurer or controller, and (ii) other documentation
reasonably requested by the Borrower and Administrative Agent sufficient for the Borrower
and Administrative Agent to comply with their obligations under FATCA and to determine that
such Lender has complied with such applicable reporting requirements.




          (c) Form W-9. Upon the request of the Administrative Agent, each Lender that
is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall
deliver to the Administrative Agent two duly signed completed copies of IRS Form W-9. If
such Lender fails to deliver such forms, then the Administrative Agent may withhold from
any interest payment to such Lender an amount equivalent to the applicable back-up
withholding tax imposed by the Code, without reduction.




          (d) Indemnity. If any Governmental Agency asserts that the Administrative
Agent did not properly withhold or backup withhold, as the case may be,



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any tax or other
amount from payments made to or for the account of any Lender, such Lender shall indemnify
the Administrative Agent for the full amount of taxes, levies, duties, charges, fees,
deductions, withholdings or similar charges imposed by such Governmental Agency, including
all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to
the Administrative Agent under this Section 11.2(d), and costs and expenses (including
Attorney Costs) of the Administrative Agent. The obligation of the Lenders under this
Section shall survive the termination of the Commitment, repayment of all other Obligations
hereunder and the resignation of the Administrative Agent.



          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 Subsidiaries or any of their respective predecessors in title, whether prior to or
during the term of this Agreement, and whether by Borrower or any of its Subsidiaries or any
predecessor in title or any employees, agents, contractors or subcontractors of Borrower or any of
its Subsidiaries 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 4.17 and 5.11) shall be unlimited corporate obligations of Borrower and shall not be
secured by any Lien 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 Compliance. The Administrative Agent and each of the Lenders agree
to cooperate with all Gaming Authorities in connection with the administration of their regulatory
jurisdiction over Borrower and its Subsidiaries, including the provision of such





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documents or other
information as may be requested by any such Gaming Authority relating to Borrower or any of its
Subsidiaries or to the Loan Documents.




          This Agreement and all other Loan Documents are subject to the Gaming Laws and the
Administrative Agent and each of the Lenders acknowledge and understand that (a) they are subject
to being called forward by the Gaming Authorities, in their discretion, for licensing or a finding
of suitability as a lender to a gaming licensee; (b) all rights, remedies and powers in or under
this Agreement and the other Loan Documents with respect to Collateral and the ownership and
operation of gaming facilities may be exercised only to the extent that the exercise thereof does
not violate any applicable mandatory provisions of the Gaming Laws; and (c) all provisions of this
Agreement and the other Loan Documents relative to Collateral and the ownership and operation of
gaming facilities are intended to be subject to the Gaming Laws and to be limited solely to the
extent necessary to not render the provisions of this Agreement and the other Loan Documents
invalid or unenforceable, in whole or in part.




          Subject to the release of any Collateral as contemplated by any of the Loan Documents, the
Administrative Agent shall, to the extent required by applicable Gaming Laws, retain possession of
all Holdings Pledged Collateral delivered to it at a location within the State of Nevada designated
to the Gaming Authorities.




          11.24
Payments Set Aside. To the extent that any payment by or on behalf of
Borrower made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender
exercises its right of set-off, and such payment or the proceeds of such set-off or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or
required (including pursuant to any settlement entered into by the Administrative Agent or such
Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection
with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such
recovery, the obligation or part thereof originally intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not been made or such set-off had not
occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its
applicable share of any amount so recovered from or repaid by the Administrative Agent, plus
interest thereon from the date of such demand to the date such payment is made at a rate per annum
equal to the Federal Funds Rate from time to time in effect.




          11.25 Replacement of Lenders. If any Lender requests compensation under
Section 3.8, or if the Borrower is required to pay any additional amount to any Lender or any
Governmental Agency for the account of any Lender pursuant to Section 3.13(d), if any Lender is a
Defaulting Lender or Non-Consenting Lender, or if any other circumstance exists hereunder that
gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its
sole expense and effort, upon notice to such Lender and the Administrative Agent, require such
Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions
contained in, and consents required by, Section 11.8), all of its interests, rights and obligations
under this Agreement and the related Loan Documents to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such assignment),
provided that:





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          (a) the Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section 11.8;




          (b) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder and under the other Loan Documents from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or the Borrower (in the case
of all other amounts);




          (c) in the case of any such assignment resulting from a claim for compensation under
Section 3.8 or payments required to be made pursuant to Section 3.13(d), such assignment
will result in a reduction in such compensation or payments thereafter;




          (d) in the case of any Non-Consenting Lender, the Borrower shall concurrently replace
all Non-Consenting Lenders; and




          (e) such assignment does not conflict with applicable Laws.



          A Lender shall not be required to make any such assignment or delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such assignment and delegation cease to apply.




          11.26 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, 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 PARTIES 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 FOUNDED 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 TO THE FULLEST EXTENT PERMITTED BY LAW.




          11.27 [Reserved].




          11.28 PURPORTED ORAL AMENDMENTS. BORROWER EXPRESSLY ACKNOWLEDGES THAT THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY 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




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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.




          11.29 USA PATRIOT ACT. Each Lender that is subject to the Act (as hereinafter
defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies
Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record
information that identifies Borrower, which information includes the name and address of Borrower
and other information that will allow such Lender or the Administrative Agent, as applicable, to
identify Borrower in accordance with the Act.




[THIS SPACE INTENTIONALLY LEFT BLANK SIGNATURE PAGES TO FOLLOW]





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



	 	 	 	 	 
	 	ALIANTE GAMING, LLC,

a Nevada limited liability company

 	 
	 	By:  	ALST Casino Holdco, LLC, its Managing Member
 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Address for Borrower:

Aliante Gaming, LLC

1505 South Pavilion Center Drive

Las Vegas, Nevada 89135

Attn: General Counsel

Telephone: (702) 495-4256

Facsimile: (702) 495-4252



With a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

Attn: Alan W. Kornberg, Jeffrey D. Saferstein and

Gregory A. Ezring

Telephone: (212) 373-3000

Facsimile: (212) 757-3990



and



Lionel Sawyer & Collins

1100 Bank of America Plaza

50 West Liberty Street

Reno, Nevada 89501

Attn: Dan R. Reaser

Telephone: (775) 788-8619

Facsimile: (775) 788-8682




(ALIANTE CREDIT

AGREEMENT

SIGNATURE PAGE)





 









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	 	ALST CASINO HOLDCO, LLC,

a Delaware limited liability company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Address for Holdings:

ALST Casino Holdco, LLC

650 Madison Avenue, 23rd Floor

New York, New York 10022

Attn: Secretary

Facsimile: (212) 610-9171







With
a copy (which shall not constitute notice)to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

Attn: Alan W. Kornberg, Jeffrey D. Saferstein and

Gregory A. Ezring

Telephone: (212) 373-3000

Facsimile: (212) 757-3990




(ALIANTE CREDIT

AGREEMENT

SIGNATURE PAGE)






 









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	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Administrative Agent’s Office



Wilmington Trust, National Association

50 South Sixth Street

Suite 1290

Minneapolis, MN 55402

Attention: Jeffery Rose

Telephone: 612-217-5630

Telecopier: 612-217-5651

Electronic Mail: jrose@wilmingtontrust.com




(ALIANTE CREDIT

AGREEMENT

SIGNATURE PAGE)







 









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	 	NORTH LV HOLDCO, LLC, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



(ALIANTE CREDIT

AGREEMENT

SIGNATURE PAGE)







 









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	 	APOLLO ALST HOLDCO, LLC,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



(ALIANTE CREDIT

AGREEMENT

SIGNATURE PAGE)







 









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	 	TPG ALST HOLDCO, L.L.C.,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



(ALIANTE CREDIT

AGREEMENT

SIGNATURE PAGE)







 









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	 	HALCYON LOAN TRADING FUND LLC,

as a Lender

 	 
	 	By:  	Halcyon Offshore Asset Management LLC, its 
Investment Manager
 	 
	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



(ALIANTE CREDIT

AGREEMENT

SIGNATURE PAGE)







 









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	 	NATIXIS,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



(ALIANTE CREDIT

AGREEMENT

SIGNATURE PAGE)







 









Table of Contents








	 	 	 	 	 
	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



(ALIANTE CREDIT

AGREEMENT

SIGNATURE PAGE)







 









Table of Contents








	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



(ALIANTE CREDIT

AGREEMENT

SIGNATURE PAGE)







 









Table of Contents








	 	 	 	 	 
	 	CITY NATIONAL BANK,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



(ALIANTE CREDIT

AGREEMENT

SIGNATURE PAGE)







 









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	 	MANUFACTURERS BANK,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



(ALIANTE CREDIT

AGREEMENT

SIGNATURE PAGE)







 









Table of Contents








	 	 	 	 	 
	 	BARCLAYS BANK PLC,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



(ALIANTE CREDIT

AGREEMENT

SIGNATURE PAGE)







 









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	 	SERVICE 1ST BANK OF NEVADA,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



(ALIANTE CREDIT

AGREEMENT

SIGNATURE PAGE)





 











Table of Contents





EXHIBIT A




FORM OF ASSIGNMENT AND ASSUMPTION




          This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified
in item 1 below ([the][each, an]
“Assignor”) and [the][each]2 Assignee identified in item 2
below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and
obligations of [the Assignors][the
Assignees]3
hereunder are several and not joint.]4 Capitalized
terms used but not defined herein shall have the meanings given to them in the Credit Agreement
identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.



          For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the
Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and
assumes from [the Assignor][the respective Assignors], subject to and in accordance with the
Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’]
rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under
the Credit Agreement and any other documents or instruments delivered pursuant thereto to the
extent related to the amount and percentage interest identified below of all of such outstanding
rights and obligations of [the Assignor][the respective Assignors] under the respective facilities
identified below (including without limitation any letters of credit, guarantees, and swingline
loans included in such facilities), and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its
capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)]
against any Person, whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims
at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an]
“Assigned Interest”). Each such sale and assignment is without recourse to [the][any]
Assignor and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by [the][any] Assignor.





 




			
	1	 	For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from
a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.
	 
	2	 	For bracketed language here and elsewhere in this form relating to the Assignee(s),
if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple
Assignees, choose the second bracketed language.
	 
	3	 	Select as appropriate.
	 
	4	 	Include bracketed language if there are either multiple Assignors or multiple Assignees.





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	1. Assignor[s]:

	 	______________________
	 
	 	 
	 

	 	______________________
	 
	 	 
	 

	 	Assignor [is][is not] a Defaulting Lender.
	 
	 	 
	2. Assignee[s]:

	 	______________________
	 
	 	 
	 

	 	______________________
	 
	 	 
	 

	 	For each Assignee, indicate [Affiliate][Approved Fund] of [Identify Lender]
	 
	 	 
	3. Borrower:

	 	ALIANTE GAMING, LLC, a Delaware limited

liability company
	 
	 	 
	4. Administrative Agent:

	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as

Administrative Agent under the Credit
Agreement
	 
	 	 
	5. Credit Agreement:

	 	The Credit Agreement dated as of November
1, 2011 among Aliante Gaming, LLC, ALST
Casino Holdco, LLC, the Lenders parties
thereto and Wilmington Trust, National
Association, as Administrative Agent
	 
	 	 
	6. Assigned Interest:
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Aggregate	 	 	 	 	 	 
	 	 	 	 	 	 	Amount of	 	Amount of	 	Percentage Assigned	 	 
	 	 	 	 	Facility	 	Commitment/Loans	 	Commitment/Loans	 	of	 	CUSIP
	Assignor[s]5	 	Assignee[s]6	 	Assigned 7	 	for all Lenders8	 	Assigned	 	Commitment/Loans9	 	Number
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 






Effective Date: _________, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND
WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE
REGISTER THEREFOR.]





 




			
	5	 	List each Assignor, as appropriate.
	 
	6	 	List each Assignee, as appropriate.
	 
	7	 	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Initial Loans,” “Extended Loans”, etc.)
	 
	8	 	Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.
	 
	9	 	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.





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[7.
Trade Date: __________]10






 




			
	10 	 	To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date.





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     Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]



     The terms set forth in this Assignment and Assumption are hereby agreed to:



	 	 	 	 	 
	 	ASSIGNOR

[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ASSIGNEE

[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




	 	 	 	 	 
	[ACKNOWLEDGED AND AGREED:




[WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Administrative Agent

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:] 	 	 
	 
	[ALIANTE GAMING, LLC,

as Borrower



By: ALST Casino Holdco, LLC,

its Managing Member

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:]]11	 	 
	 





 




			
	11	 	Include Administrative Agent and/or Borrower signature block only if such party’s consent is required by the terms of the Credit Agreement.





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Credit Agreement dated as of November 1, 2011 among Aliante Gaming, LLC, ALST

Casino Holdco, LLC, the Lenders parties thereto and Wilmington Trust, National

Association, as Administrative Agent




STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT




	1.	 	Representations and Warranties.






	 	1.1	 	Assignor[s]. [The][Each] Assignor (a) represents and
warrants that (i) it is the legal and beneficial owner of [the][the relevant]
Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim, (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no
responsibility with respect to (i) any statements, warranties or
representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any
Loan Document, or (iv) the performance or observance by the Borrower, any of
its Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.






	 	1.2	 	Assignee[s]. [The][Each] Assignee (a) represents and
warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it meets all the requirements to be an assignee
under Section 11.8(b)(iii), (v) and (vi) of the Credit Agreement (subject to
such consents, if any, as may be required under Section 11.8(b)(iii) of the
Credit Agreement), (iii) from and after the Effective Date, it shall be bound
by the provisions of the Credit Agreement as a Lender thereunder and, to the
extent of [the][the relevant] Assigned Interest, shall have the obligations of
a Lender thereunder, (iv) it is sophisticated with respect to decisions to
acquire assets of the type represented by the Assigned Interest and either it,
or the Person exercising discretion in making its decision to acquire the
Assigned Interest, is experienced in acquiring assets of such type, (v) it has
received a copy of the Credit Agreement, and has received or has been accorded
the opportunity to receive copies of the most recent financial statements
delivered pursuant to Section





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	 	7.1	 	thereof, as applicable, and such other
documents and information as it deems appropriate to make its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase [the][such] Assigned Interest, (vi) it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase [the][such] Assigned Interest, and (vii) attached to the Assignment
and Assumption is any documentation required to be delivered by it pursuant to
the terms of the Credit Agreement, duly completed and executed by [the][such]
Assignee; and (b) agrees that (i) it will, independently and without reliance
on the Administrative Agent, [the][any] Assignor or any other 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 the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.






	2.	 	Payments. From and after the Effective Date, the Administrative Agent shall make all
payments in respect of [the][each] Assigned Interest (including payments of principal,
interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have
accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts
which have accrued from and after the Effective Date. Notwithstanding the foregoing, the
Administrative Agent shall make all payments of interest, fees or other amounts paid or
payable in kind from and after the Effective Date to [the][the relevant] Assignee.






	3.	 	General Provisions. This Assignment and Assumption shall be binding upon, and inure
to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption shall be
governed by, and construed in accordance with, the law of the State of New York.





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EXHIBIT B




FORM OF COMPLIANCE CERTIFICATE




[Insert date]



          Reference is made to (a) that certain Credit Agreement, dated as of November 1, 2011 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Credit Agreement”), among Aliante Gaming, LLC, a Nevada limited liability company (the
“Borrower”), ALST Casino Holdco, LLC, a Delaware limited liability company, the Lenders
from time to time party thereto, and Wilmington Trust, National Association, as Administrative
Agent. Capitalized terms used herein and not otherwise defined herein shall have the meaning
ascribed to such terms in the Credit Agreement. Pursuant to Section 7.2 of the Credit Agreement,
the undersigned, solely in his/her capacity as [_____] of the Borrower, certifies as follows:




     1. [Attached hereto as Exhibit A are (i) the consolidated balance sheet of
Holdings and its Subsidiaries as at the end of the Fiscal Quarter ended [_____] and the
consolidated statement of operations and statement of cash flows for such Fiscal Quarter
and for the portion of the Fiscal Year ended with such Fiscal Quarter[, (ii) the
consolidating balance sheets and statements of operations, in each case as at and for the
portion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable detail, and
(iii)][and (ii)] a report of the occupancy rate and average daily room rates at the Aliante
Casino and Hotel during such Fiscal Quarter. Such financial statements fairly present the
financial condition, results of operations and cash flows of Holdings and its Subsidiaries
in accordance with GAAP (other than footnote disclosures), consistently applied, as at such
date and for such periods, subject only to normal year end accruals, audit adjustments and
adjustments for fresh start accounting.]1




     2. [Attached hereto as Exhibit A are [(i)] the consolidated balance sheet of
Holdings and its Subsidiaries as at the end of the Fiscal Year ended [_____] and the
consolidated statements of operations, members’ equity and cash flows, in each case of
Holdings and its Subsidiaries for such Fiscal Year[ and, (ii) the consolidating 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 have been prepared in accordance with
GAAP, consistently applied, and such consolidated balance sheet and consolidated statements
are accompanies by a report of [Ernst & Young LLP], which report has been prepared in
accordance with generally accepted auditing standards as at such date, and is not subject
to any qualifications or exceptions as to the scope of the audit.]2





 




			
	1	 	To be included in accompanying quarterly financial statements only.
	 
	2	 	To be included in accompanying annual financial statements only.





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     3. As of the date hereof, [no Default or Event of Default exists][DESCRIBE NATURE AND
PERIOD OF EXISTENCE OF ANY DEFAULT OR EVENT OF DEFAULT].




     4. [DESCRIBE ANY CHANGES IN THE IDENTITY OF THE RESTRICTED SUBSIDIARIES AND
UNRESTRICTED SUBSIDIARIES AS AT THE END OF THE APPLICABLE FISCAL YEAR OR PERIOD, AS THE
CASE MAY BE, FROM THE RESTRICTED SUBSIDIARIES AND UNRESTRICTED SUBSIDIARIES, RESPECTIVELY,
PROVIDED TO THE LENDERS ON THE CLOSING DATE OR THE MOST RECENT FISCAL YEAR OR PERIOD, AS
THE CASE MAY BE.]




     5. [There has been no change in the information required pursuant to Section 1(a) of
the Perfection Certificate since the [Closing Date][date of the most recent certificate
delivered pursuant to Section 7.2 of the Credit Agreement.][DESCRIBE ANY CHANGES IN THE
INFORMATION REQUIRED PURSUANT TO SECTION 1(a) OF THE PERFECTION CERTIFICATE SINCE THE
CLOSING DATE OR DATE OF THE MOST RECENT CERTIFICATE DELIVERED PURSUANT TO SECTION 7.2 OF
THE CREDIT AGREEMENT, AS APPLICABLE.]



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          IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of the date
first above written.



	 	 	 	 	 
	 	ALIANTE GAMING, LLC



By: ALST Casino Holdco, LLC, its Managing Member

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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EXHIBIT C




FORM OF NOTE




[New York, New York]




			
	$____________
	 	[DATE]






          FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to
[LENDER] or its registered assigns (the “Lender”) in accordance with Section 11.8 of the
Credit Agreement (as defined below) the principal amount of [_____] AND [__]/100 DOLLARS
($[_____]), payable as hereinafter set forth. The Borrower 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 Credit Agreement, dated as of November 1, 2011 (as amended, restated,
extended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Aliante Gaming, LLC, a Nevada limited liability company, ALST Casino Holdco, LLC, a Delaware
limited liability company, the Lenders from time to time party thereto, and Wilmington Trust,
National Association, as Administrative Agent). Capitalized terms defined in the Credit Agreement
and not otherwise defined herein are used herein with the meaning given those terms in the Credit
Agreement. This is one of the Notes referred to in the Credit Agreement, and any holder hereof is
entitled to all of the rights, remedies, benefits and privileges provided for in the Credit
Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events upon the terms and conditions specified
therein.



          The principal indebtedness evidenced by this Note shall be payable as provided in the Credit
Agreement and in any event on the Maturity Date.



          Interest shall be payable on the outstanding daily unpaid principal amount of each Loan
hereunder 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 Credit 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 3.10 of the Credit Agreement, to the fullest extent permitted by
applicable Law.



          The amount of 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. Nevada time on the day of payment (which must be a Business Day). All
payments received after 11:00 a.m. Nevada time on any particular Business Day shall be deemed
received on the next succeeding Business Day. All payments shall be made in lawful money of the
United States of America.



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          All Loans evidenced by this Note and all payments and prepayments of the principal hereof and
interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the
schedule attached hereto and made a part hereof or on a continuation thereof which shall be
attached hereto and made a part hereof, or otherwise recorded by such holder in its internal
records; provided, however, that the failure of the holder hereof to make such a
notation or any error in such notation shall not affect the obligations of the Borrower under this
Note.



          The Borrower hereby promises to pay all costs and expenses of any rightful holder hereof
incurred in collecting the Borrower’s obligations hereunder or in enforcing or attempting to
enforce any of such holder’s rights hereunder, including reasonable attorneys’ fees and
disbursements (including allocated costs of legal counsel employed by the Administrative Agent or
the holder), whether or not an action is filed in connection therewith.



          The Borrower 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.



          The Borrower agrees that its liability hereunder is absolute and unconditional without regard
to the liability of any other Person. All provisions of this Note shall apply to the Borrower.



          THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT.



          THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.



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          IN WITNESS WHEREOF, the undersigned has caused this Note to be duly executed by its authorized
officer as of the date first above written.



	 	 	 	 	 
	 	ALIANTE GAMING, LLC



By: ALST Casino Holdco, LLC, its Managing Member

 	 
	 	By:  	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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LOANS AND PAYMENTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Principal	 	 
	 	 	Amount of	 	Maturity	 	Payments of	 	Balance of	 	Notation
	Date	 	Loan	 	Date	 	Principal/Interest	 	Note	 	Made By
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 





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EXHIBIT E




FORM OF ACCEPTANCE AND PREPAYMENT NOTICE




Date: __________, 20__



To: [Wilmington Trust, National Association], as Auction Agent



Ladies and Gentlemen:




          This Acceptance and Prepayment Notice is delivered to you pursuant to (a) Section 3.5(d) of
that certain Credit Agreement, dated as of November 1, 2011 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement”),
among Aliante Gaming, LLC, a Nevada limited liability company (the “Borrower”), ALST Casino
Holdco, LLC, a Delaware limited liability company, the Lenders from time to time party thereto, and
Wilmington Trust, National Association, as Administrative Agent, and (b) that certain Solicited
Discounted Prepayment Notice, dated ____________, 20__, from the Borrower (the “Solicited
Discounted Prepayment Notice”). Capitalized terms used herein and not otherwise defined herein
shall have the meaning ascribed to such terms in the Credit Agreement.



          Pursuant to Section 3.5(d) of the Credit Agreement, the Borrower hereby irrevocably notifies
you that it accepts offers delivered in response to the Solicited Discounted Prepayment Notice
having an Offered Discount equal to or greater than [[•]% in respect of the Loans] [[•]% in respect
of the [•,
20•]1 tranche[(s)] of the [____]2 Class of Loans] (the “Acceptable Discount”) in
an aggregate amount not to exceed the Solicited Discounted Prepayment Amount.



          The Borrower expressly agrees that this Acceptance and Prepayment Notice shall be irrevocable
and is subject to the provisions of Section 3.5(d) of the Credit Agreement.



          The Borrower represents and warrants to the Auction Agent and [the Lenders][each Lender of the
[•,
20•]3
tranche[s] of the [____]4 Class of Loans] as follows:




     1. [At least ten (10) Business Days have passed since the consummation of the most
recent Discounted Loan Prepayment as a result of a prepayment made by the Borrower on the
applicable Discounted Prepayment Effective Date.] [At least three (3) Business Days have
passed since the date the





 




			
	1	 	List multiple tranches if applicable.
	 
	2	 	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
	 
	3	 	List multiple tranches if applicable.
	 
	4	 	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).





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Borrower was notified that no Lender was willing to accept any
prepayment of any Loan at the Specified Discount, within the Discount Range or at any
discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted
Prepayment Offers, the date of the Borrower’s election not to accept any Solicited
Discounted Prepayment Offers made by a
Lender.]5




     2. The Borrower does not possess material non-public information with respect to
Holdings and its Subsidiaries or the securities of any of them that has not been disclosed
to the Lenders generally (other than Lenders who elect not to receive such information).



          The Borrower acknowledges that the Auction Agent and the relevant Lenders are relying on the
truth and accuracy of the foregoing representations and warranties in connection with the
acceptance of any prepayment made in connection with a Solicited Discounted Prepayment Offer.



          The Borrower requests that the Auction Agent promptly notify each Lender party to the Credit
Agreement of this Acceptance and Prepayment Notice.



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	5	 	Insert applicable representation.





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          IN WITNESS WHEREOF, the undersigned has executed this Acceptance and Prepayment Notice as of
the date first above written.



	 	 	 	 	 
	 	ALIANTE GAMING, LLC



By: ALST Casino Holdco, LLC, its Managing Member

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Form of Acceptance and Prepayment Notice




E-3









Table of Contents








EXHIBIT F




FORM OF DISCOUNT RANGE PREPAYMENT NOTICE




Date: __________, 20__



To: [Wilmington Trust, National Association], as Auction Agent



Ladies and Gentlemen:





          This Discount Range Prepayment Notice is delivered to you pursuant to Section 3.5(c) of that
certain Credit Agreement, dated as of November 1, 2011 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement”),
among Aliante Gaming, LLC, a Nevada limited liability company (the “Borrower”), ALST Casino
Holdco, LLC, a Delaware limited liability company, the Lenders from time to time party thereto, and
Wilmington Trust, National Association, as Administrative Agent. Capitalized terms used herein and
not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.



          Pursuant to Section 3.5(c) of the Credit Agreement, the Borrower hereby requests that [each
Lender] [each Lender of the [•,
20•]1 tranche[s] of the [____]2 Class of Loans] submit a Discount
Range Prepayment Offer. Any Discounted Loan Prepayment made in connection with this solicitation
shall be subject to the following terms:




     1. This Borrower Solicitation of Discount Range Prepayment Offers is extended at the
sole discretion of the Borrower to [each Lender] [each
Lender of the [•, 20•]3 tranche[s] of
the
[___]4 Class of Loans].




     2. The maximum aggregate principal amount of the Discounted Loan Prepayment that will
be made in connection with this solicitation is
[$[•] of Loans] [$[•] of the [•, 20•]5
tranche[(s)] of the
[___]6
Class of Loans] (the “Discount Range Prepayment Amount”).7




     3. The Borrower is willing to make Discount Loan Prepayments at a percentage discount
to par value greater than or equal to [[•]% but less than or





 




			
	1	 	List multiple tranches if applicable.
	 
	2	 	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
	 
	3	 	List multiple tranches if applicable.
	 
	4	 	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
	 
	5	 	List multiple tranches if applicable.
	 
	6	 	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
	 
	7	 	Minimum of $5.0 million and whole increments of $1.0 million.





Form of Discount Range Prepayment Notice





F-1









Table of Contents









equal to [•]% in respect of
the Loans] [[•]% but less than or
equal to [•]% in respect of the [•, 20•]8 tranche[(s)] of
the
[___]9 Class of Loans] (the “Discount Range”).



          To make an offer in connection with this solicitation, you are required to deliver to the
Auction Agent a Discount Range Prepayment Offer by no later than 2:00 p.m., Nevada time, on the
date that is the third Business Day following the date of delivery of this notice pursuant to
Section 3.5(c) of the Credit Agreement.



          The Borrower hereby represents and warrants to the Auction Agent and [the Lenders][each Lender
of the [•,
20•]10
tranche[s] of the
[___]11
Class of Loans] as follows:




     1. [At least ten (10) Business Days have passed since the consummation of the most
recent Discounted Loan Prepayment as a result of a prepayment made by the Borrower on the
applicable Discounted Prepayment Effective Date.] [At least three (3) Business Days have
passed since the date the Borrower was notified that no Lender was willing to accept any
prepayment of any Loan at the Specified Discount, within the Discount Range or at any
discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted
Prepayment Offers, the date of the Borrower’s election not to accept any Solicited
Discounted Prepayment Offers made by a
Lender.]12




     2. The Borrower does not possess material non-public information with respect to
Holdings and its Subsidiaries or the securities of any of them that has not been disclosed
to the Lenders generally (other than Lenders who elect not to receive such information).



          The Borrower acknowledges that the Auction Agent and the relevant Lenders are relying on the
truth and accuracy of the foregoing representations and warranties in connection with any Discount
Range Prepayment Offer made in response to this Discount Range Prepayment Notice and the acceptance
of any prepayment made in connection with this Discount Range Prepayment Notice.



          The Borrower requests that the Auction Agent promptly notify each Lender party to the Credit
Agreement of this Discount Range Prepayment Notice.



[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]





 




			
	8	 	List multiple tranches if applicable.
	 
	9	 	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
	 
	10	 	List multiple tranches if applicable.
	 
	11	 	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
	 
	12	 	Insert applicable representation.





Form of Discount Range Prepayment Notice





F-2









Table of Contents








          IN WITNESS WHEREOF, the undersigned has executed this Discount Range Prepayment Notice as of
the date first above written.



	 	 	 	 	 
	 	ALIANTE GAMING, LLC



By: ALST Casino Holdco, LLC, its Managing Member

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Enclosure: Form of Discount Range Prepayment Offer




Form of Discount Range Prepayment Notice




F-3









Table of Contents








EXHIBIT G




FORM OF DISCOUNT RANGE PREPAYMENT OFFER




Date: __________, 20__



To: [Wilmington Trust, National Association], as Auction Agent



Ladies and Gentlemen:





          Reference is made to (a) that certain Credit Agreement, dated as of November 1, 2011 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Credit Agreement”), among Aliante Gaming, LLC, a Nevada limited liability company (the
“Borrower”), ALST Casino Holdco, LLC, a Delaware limited liability company, the Lenders
from time to time party thereto, and Wilmington Trust, National Association, as Administrative
Agent, and (b) that certain Discount Range Prepayment Notice, dated ___________, 20__, from the
Borrower (the “Discount Range Prepayment Notice”). Capitalized terms used herein and not
otherwise defined herein shall have the meaning ascribed to such terms in the Discount Range
Prepayment Notice or, to the extent not defined therein, in the Credit Agreement.



          The undersigned Lender hereby gives you irrevocable notice, pursuant to Section 3.5(c) of the
Credit Agreement, that it is hereby offering to accept a Discounted Loan Prepayment on the
following terms:




     1. This Discount Range Prepayment Offer is available only for prepayment on [the
Loans] [the [•,
20•]1 tranche[s] of the [____]2 Class of Loans] held by the undersigned.




     2. The maximum aggregate principal amount of the Discounted Loan Prepayment that may
be made in connection with this offer shall not exceed (the “Submitted Amount”):




[Loans — $[•]]




[[•,
20•]3
tranche[s] of the [____]4 Class of Loans — $[•]]




     3. The percentage discount to par value at which such Discounted Loan Prepayment may
be made is [[•]% in respect of the Loans] [[•]% in respect





 




			
	1	 	List multiple tranches if applicable.
	 
	2	 	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
	 
	3	 	List multiple tranches if applicable.
	 
	4	 	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).





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of
the [•, 20•]5 tranche[(s)] of
the
[____]6 Class of Loans] (the “Submitted Discount”).



          The undersigned Lender hereby expressly and irrevocably consents and agrees to a prepayment of
its [Loans] [[•,
20•]7 tranche[s] of the [____]8 Class of Loans] indicated above pursuant to
Section 3.5(c) of the Credit Agreement at a price equal to the Applicable Discount and in an
aggregate outstanding amount not to exceed the Submitted Amount, as such amount may be reduced in
accordance with the Discount Range Proration, if any, and as otherwise determined in accordance
with and subject to the requirements of the Credit Agreement.



[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]





 




			
	5	 	List multiple tranches if applicable.
	 
	6	 	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
	 
	7	 	List multiple tranches if applicable.
	 
	8	 	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).





Form of Discount Range Prepayment Offer





G-2









Table of Contents








          IN WITNESS WHEREOF, the undersigned has executed this Discount Range Prepayment Offer as of
the date first above written.



	 	 	 	 	 
	 	[NAME OF LENDER]

 	 
	 	By:  	 	 
	 	 	Name: 	 	 
	 	 	Title:  	 	 
	 



Form of Discount Range Prepayment Offer





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Table of Contents








EXHIBIT H




FORM OF SOLICITED DISCOUNTED PREPAYMENT NOTICE




Date: __________, 20__



To: [Wilmington Trust, National Association], as Auction Agent



Ladies and Gentlemen:





          This Solicited Discounted Prepayment Notice is delivered to you pursuant to Section 3.5(d) of
that certain Credit Agreement, dated as of November 1, 2011 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement”),
among Aliante Gaming, LLC, a Nevada limited liability company (the “Borrower”), ALST Casino
Holdco, LLC, a Delaware limited liability company, the Lenders from time to time party thereto, and
Wilmington Trust, National Association, as Administrative Agent. Capitalized terms used herein and
not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.



          Pursuant to Section 3.5(d) of the Credit Agreement, the Borrower hereby requests that [each
Lender] [each Lender of the [•,
20•]1 tranche[s] of the [____]2 Class of Loans] submit a Solicited
Discounted Prepayment Offer. Any Discounted Loan Prepayment made in connection with this
solicitation shall be subject to the following terms:




     1. This Borrower Solicitation of Discounted Prepayment Offers is extended at the sole
discretion of the Borrower to [each Lender] [each
Lender of the [•, 20•]3 tranche[s] of the
[____]4 Class of Loans].




     2. The maximum aggregate amount of the Discounted Loan Prepayment that will be made in
connection with this solicitation is (the “Solicited Discounted Prepayment
Amount”):5




     [Loans — $[•]]




     [[•,
20•]6
tranche[s] of the [____]7 Class of Loans — $[•]]





 




			
	1	 	List multiple tranches if applicable.
	 
	2	 	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
	 
	3	 	List multiple tranches if applicable.
	 
	4	 	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
	 
	5	 	Minimum of $10.0 million and whole increments of $1.0 million.
	 
	6	 	List multiple tranches if applicable.
	 
	7	 	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).





Form of Solicited Discounted Prepayment Notice





H-1









Table of Contents








          To make an offer in connection with this solicitation, you are required to deliver to the
Auction Agent a Solicited Discounted Prepayment Offer by no later than 2:00 p.m., Nevada time on
the date that is the third Business Day following delivery of this notice pursuant to
Section 3.5(d) of the Credit Agreement.



          The Borrower requests that the Auction Agent promptly notify each Lender party to the Credit
Agreement of this Solicited Discounted Prepayment Notice.



[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]



Form of Solicited Discounted Prepayment Notice







H-2









Table of Contents








          IN WITNESS WHEREOF, the undersigned has executed this Solicited Discounted Prepayment Notice
as of the date first above written.



	 	 	 	 	 
	 	ALIANTE GAMING, LLC



By: ALST Casino Holdco, LLC, its Managing Member

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Enclosure: Form of Solicited Discounted Prepayment Offer




Form of Solicited Discounted Prepayment Notice





H-3












Table of Contents





EXHIBIT I




FORM OF SOLICITED DISCOUNTED PREPAYMENT OFFER




Date: __________, 20__



To: [Wilmington Trust, National Association], as Auction Agent



Ladies and Gentlemen:




          Reference is made to (a) that certain Credit Agreement, dated as of November 1, 2011 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Credit Agreement”), among Aliante Gaming, LLC, a Nevada limited liability company (the
“Borrower”), ALST Casino Holdco, LLC, a Delaware limited liability company, the Lenders
from time to time party thereto, and Wilmington Trust, National Association, as Administrative
Agent, and (b) that certain Solicited Discounted Prepayment Notice, dated _________, 20__, from the
Borrower (the “Solicited Discounted Prepayment Notice”). Capitalized terms used herein and
not otherwise defined herein shall have the meaning ascribed to such terms in the Solicited
Discounted Prepayment Notice or, to the extent not defined therein, in the Credit Agreement.




          To accept the offer set forth herein, you must submit an Acceptance and Prepayment Notice by
or before no later than 2:00 p.m. Nevada time on the third Business Day following your receipt of
this notice.




          The undersigned Lender hereby gives you irrevocable notice, pursuant to Section 3.5(d) of the
Credit Agreement, that it is hereby offering to accept a Discounted Loan Prepayment on the
following terms:





     1. This Solicited Discounted Prepayment Offer is available only for prepayment on the
[Loans][[•, 20•]1 tranche[s] of the [__]2 Class of Loans] held by the
undersigned.




     2. The maximum aggregate principal amount of the Discounted Loan Prepayment that may
be made in connection with this offer shall not exceed (the “Offered Amount”):




     [Loans — $[•]]




     [[•, 20•]3 tranche[s] of the [__]4 Class of Loans — $[•]]





 




			
	1	 	List multiple tranches if applicable.
	 
	2	 	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
	 
	3	 	List multiple tranches if applicable.





Form of Solicited Discounted Prepayment Offer





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     3. The percentage discount to par value at which such Discounted Loan Prepayment
may be made is [[•]% in respect of the
Loans] [[•]% in respect of the [•, 20•]5
tranche[(s)] of the [__]6 Class of Loans] (the “Offered Discount”).



          The undersigned Lender hereby expressly and irrevocably consents and agrees to a prepayment of
its [Loans] [[•,
20•]7
tranche[s] of the [__]8 Class of Loans] pursuant to
Section 3.5(d) of the Credit Agreement at a price equal to the Acceptable Discount and in an
aggregate outstanding amount not to exceed such Lender’s Offered Amount as such amount may be
reduced in accordance with the Solicited Discount Proration, if any, and as otherwise determined in
accordance with and subject to the requirements of the Credit Agreement.




[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]






 




			
	4	 	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
	 
	5	 	List multiple tranches if applicable.
	 
	6	 	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).
	 
	7	 	List multiple tranches if applicable.
	 
	8	 	List applicable Class(es) of Loans (e.g., Initial Loans, Other Loans or Extended Loans).





Form of Solicited Discounted Prepayment Offer





I-2









Table of Contents








          IN WITNESS WHEREOF, the undersigned has executed this Solicited Discounted Prepayment
Offer as of the date first above written.




	 	 	 	 	 
	 	[NAME OF LENDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Form of Solicited Discounted Prepayment Offer





I-3












Table of Contents





EXHIBIT J




FORM OF SPECIFIED DISCOUNT PREPAYMENT NOTICE




Date: __________, 20__



To: [Wilmington Trust, National Association], as Auction Agent



Ladies and Gentlemen:




          This Specified Discount Prepayment Notice is delivered to you pursuant to Section 3.5(b) of
that certain Credit Agreement, dated as of November 1, 2011 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement”),
among Aliante Gaming, LLC, a Nevada limited liability company (the “Borrower”), ALST Casino
Holdco, LLC, a Delaware limited liability company, the Lenders from time to time party thereto, and
Wilmington Trust, National Association, as Administrative Agent. Capitalized terms used herein and
not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.




          Pursuant to Section 3.5(b) of the Credit Agreement, the Borrower hereby offers to make a
Discounted Loan Prepayment [to each Lender] [to each Lender of the [•, 20•]1 tranche[s]
of the [____]2 Class of Loans] on the following terms:





     1. This Borrower Offer of Specified Discount Prepayment is available only [to each
Lender] [to each Lender of the [•, 20•]3 tranche[s] of the [____]4
Class of Loans].




     2. The aggregate principal amount of the Discounted Loan Prepayment that will be made
in connection with this offer shall not exceed [$[•] of Loans] [$[•] of the [•,
20•]5 tranche[(s)] of the [____]6 Class of Loans] (the “Specified
Discount Prepayment Amount”).7




     3. The percentage discount to par value at which such Discounted Loan Prepayment will
be made is [[•]% in respect of the Loans] [[•]% in respect





 




			
	1	 	List multiple tranches if applicable.
	 
	2	 	List applicable Class(es) of Loans (e.g., Initial
Loans, Other Loans or Extended Loans).
	 
	3	 	List multiple tranches if applicable.
	 
	4	 	List applicable Class(es) of Loans (e.g., Initial
Loans, Other Loans or Extended Loans).
	 
	5	 	List multiple tranches if applicable.
	 
	6	 	List applicable Class(es) of Loans (e.g., Initial
Loans, Other Loans or Extended Loans).
	 
	7	 	Minimum of $5.0 million and whole increments of
$1.0 million.





Form of
Specified Discount Prepayment Notice




J-1









Table of Contents









of the [•, 20•]8 tranche[(s)] of the [____]9 Class of Loans]
(the “Specified Discount”).



          To accept this offer, you are required to submit to the Auction Agent a Specified Discount
Prepayment Response by no later than 2:00 p.m., Nevada time, on the date that is the third Business
Day following the date of delivery of this notice pursuant to Section 3.5(b) of the Credit
Agreement.




          The Borrower hereby represents and warrants to the Auction Agent and [the Lenders][each Lender
of the [•, 20•]10 tranche[s] of the [____]11 Class of Loans] as follows:





     4. [At least ten (10) Business Days have passed since the consummation of the most
recent Discounted Loan Prepayment as a result of a prepayment made by the Borrower on the
applicable Discounted Prepayment Effective Date.] [At least three (3) Business Days have
passed since the date the Borrower was notified that no Lender was willing to accept any
prepayment of any Loan at the Specified Discount, within the Discount Range or at any
discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted
Prepayment Offers, the date of the Borrower’s election not to accept any Solicited
Discounted Prepayment Offers made by a Lender.]12




     5. The Borrower does not possess material non-public information with respect to
Holdings and its Subsidiaries or the securities of any of them that has not been disclosed
to the Lenders generally (other than Lenders who elect not to receive such information).



          The Borrower acknowledges that the Auction Agent and the relevant Lenders are relying on the
truth and accuracy of the foregoing representations and warranties in connection with their
decision whether or not to accept the offer set forth in this Specified Discount Prepayment Notice
and the acceptance of any prepayment made in connection with this Specified Discount Prepayment
Notice.




          The Borrower requests that the Auction Agent promptly notify each Lender party to the Credit
Agreement of this Specified Discount Prepayment Notice.




[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]






 




			
	8	 	List multiple tranches if applicable.
	 
	9	 	List applicable Class(es) of Loans (e.g., Initial
Loans, Other Loans or Extended Loans).
	 
	10	 	List multiple tranches if applicable.
	 
	11	 	List applicable Class(es) of Loans (e.g., Initial
Loans, Other Loans or Extended Loans).
	 
	12	 	Insert applicable representation.





Form of
Specified Discount Prepayment Notice



J-2









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          IN WITNESS WHEREOF, the undersigned has executed this Specified Discount Prepayment Notice as
of the date first above written.




	 	 	 	 	 
	 	ALIANTE GAMING, LLC

 	 
	 	By:  	ALST Casino Holdco, LLC, its Managing Member
 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Enclosure: Form of Specified Discount Prepayment Response




Form of
Specified Discount Prepayment Notice




J-3











Table of Contents





EXHIBIT K




FORM OF SPECIFIED DISCOUNT PREPAYMENT RESPONSE




Date: __________, 20__



To: [Wilmington Trust, National Association], as Auction Agent



Ladies and Gentlemen:




          Reference is made to (a) that certain Credit Agreement, dated as of November 1, 2011 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Credit Agreement”), among Aliante Gaming, LLC, a Nevada limited liability company (the
“Borrower”), ALST Casino Holdco, LLC, a Delaware limited liability company, the Lenders
from time to time party thereto, and Wilmington Trust, National Association, as Administrative
Agent, and (b) that certain Specified Discount Prepayment Notice, dated _____________, 20__, from
the Borrower (the “Specified Discount Prepayment Notice”). Capitalized terms used herein
and not otherwise defined herein shall have the meaning ascribed to such terms in the Specified
Discount Prepayment Notice or, to the extent not defined therein, in the Credit Agreement.




          The undersigned Lender hereby gives you irrevocable notice, pursuant to Section 3.5(b) of the
Credit Agreement, that it is willing to accept a prepayment of the following [Loans] [[•,
20•]1 tranche[s] of the [____]2 Class of Loans — $[•]] held by such Lender at
the Specified Discount in an aggregate outstanding amount as follows:




          [Loans — $[•]]




          [[•, 20•]3 tranche[s] of the [____]4 Class of Loans — $[•]]




          The undersigned Lender hereby expressly and irrevocably consents and agrees to a prepayment of
its [Loans][[•, 20•]5 tranche[s] the [____]6 Class of Loans] pursuant to
Section 3.5(b) of the Credit Agreement at a price equal to the [applicable] Specified Discount in
the aggregate outstanding amount not to exceed the amount set forth above, as such amount may be
reduced in accordance with the Specified Discount






 




			
	1	 	List multiple tranches if applicable.
	 
	2	 	List applicable Class(es) of Loans (e.g., Initial
Loans, Other Loans or Extended Loans).
	 
	3	 	List multiple tranches if applicable.
	 
	4	 	List applicable Class(es) of Loans (e.g., Initial
Loans, Other Loans or Extended Loans).
	 
	5	 	List multiple tranches if applicable.
	 
	6	 	List applicable Class(es) of Loans (e.g., Initial
Loans, Other Loans or Extended Loans).





Form of Specified Discount Prepayment Response




K-1









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Proration, and as otherwise determined in accordance with and subject to the requirements of
the Credit Agreement.




[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]






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K-2









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          IN WITNESS WHEREOF, the undersigned has executed this Specified Discount Prepayment Response
as of the date first above written.




	 	 	 	 	 
	 	[NAME OF LENDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





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K-3












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EXHIBIT L




FORM OF PERFECTION CERTIFICATE




     Reference is made to the Credit Agreement dated as of November 1, 2011 (the “Credit
Agreement”), among Aliante Gaming, LLC (the “Borrower”), ALST Casino Holdco, LLC
(“Holdings”), the lenders from time to time party thereto and Wilmington Trust, National
Association, as administrative agent (the “Administrative Agent”). Capitalized terms used
but not defined herein have the meanings assigned in the Credit Agreement.



     The undersigned, a Senior Officer of the Borrower, hereby certifies to the Administrative
Agent and each other Secured Party on behalf of the Loan Parties as follows:



     1. Names. (a) The exact name of each Loan Party as that name appears on its
Certificate of Incorporation, Certificate of Limited Partnership or Limited Liability Company
Certificate, as applicable is as follows:





 




     (b) The following is a list of all other names (including trade names or similar appellations)
used by each Loan Party, or any other business or organization to which such Loan Party became the
successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of
organization or otherwise, now or at any time during the past five years:



 





     (c) The following is a list of any change in each Loan Party’s name, jurisdiction of
organization or its corporate structure in any way (e.g., by merger, consolidation, change in
corporate form or otherwise) within the past five years:



 





     (d) The following is each Loan Party’s federal employer identification number:



 





     (e) The following is each Loan Party’s corporation identification number or other applicable
formation identification number.



 





 





Form of Perfection Certificate




L-1









Table of Contents








     2. Current Locations. (a) The chief executive office and principal mailing address of
each Loan Party is:



 





 





 





     (b) The following is a list of any change in the chief executive office of each Loan Party
within the last five years:



 





 





 





     (c) The following are all other locations in which each Loan Party maintains any books or
records relating to any of the Collateral consisting of accounts, contract rights, chattel paper,
general intangibles or mobile goods:



 





 





     (d) The following are all other places of business of each Loan Party:



 





 





     (e) The following are all other locations where any of the Collateral consisting of inventory,
equipment or chattel paper is located:



 





 





     (f) The following is (i) a list of all owned and leased real property held by each Loan Party,
(ii) if such property is leased, the landlord and the term of the lease and (c) if such property is
held in fee, the holder of any lien on such real property:



          Owned Property




 





L-2









Table of Contents








 





Leased Property




 





 





     (g) The following are (i) the names and addresses of all persons or entities other than any
Loan Party, such as lessees, consignees, warehousemen or purchasers of chattel paper, which have
possession or are intended to have possession of any of the Collateral consisting of chattel paper,
inventory or equipment, (ii) a description and dollar value of the chattel paper, inventory or
equipment of each Loan Party at such location and (iii) the type (e.g., warehouse, vendor, etc.)
and name of the agreement governing such relationship:



 





 





     3. Prior Locations. (a) Set forth below is the information required by subparagraphs
(a) and (c)-(g) of §2 with respect to each location at which, or other person or entity with which,
any of the Collateral has been previously held or any place of business previously maintained by
any Loan Party, in each case, at any time during the past twelve months:



 





 





     4. Fixtures. Set forth below is the information required by UCC §9-502(b)(3) and
(b)(4) of each state in which any of the Collateral consisting of fixtures are or are to be located
and the name and address of each real estate recording office where a mortgage on the real estate
on which such fixtures are or are to be located would be recorded:



 





 





     5. Intellectual Property. The following is a complete list of all patents,
copyrights, trademarks, trade names and service marks registered or for which applications are
pending in the name of any Loan Party or used by any Loan Party, all





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copyright and trademark licenses under which any Loan Party is a licensee and all Internet
domain names owned or used by any Loan Party:




	 	 	 	 	 	 	 

	 

	 	UNITED STATES:	 	 	 	 
	 
	 	 	 	 	 	 
	a.

	 	Patents
	 	Registration Number
	 	Registration Date
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	b.

	 	Copyrights
	 	Registration Number
	 	Registration Date
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	c.

	 	Trademarks, Trade	 	 	 	 
	 

	 	Name and Service
Marks
	 	Registration Number
	 	Registration Date
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	FOREIGN:
	 	 	 	 
	 
	 	 	 	 	 	 
	a.

	 	Patents
	 	Registration Number
	 	Registration Date
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	b.

	 	Copyrights
	 	Registration Number
	 	Registration Date
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	c.

	 	Trademarks, Trade
Name and Service
Marks
	 	Registration Number
	 	Registration Date
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 




LICENSES:




 




INTERNET DOMAIN NAMES:




 







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     6. Investment Property; Instruments; Chattel Paper. The following is a complete list
of (i) all stock, limited liability company membership interests, partnership interests, trust
interests, bonds, debentures, notes, commodity contracts and other securities owned by any Loan
Party (provide name of issuer, a description of security (including certificate number, if any) and
value), whether or not evidenced by certificates or instruments, and all of the certificates and
instruments, if any, representing or evidencing such items, and all securities accounts and
commodity accounts owned by any Loan Party (provide name of intermediary and value), and (ii) all
chattel paper held by or on behalf of, and all letters of credit issued in favor of, any Loan
Party:



 





     7. Motor Vehicles. The following is a complete list of all motor vehicles owned by
any Loan Party (describe each vehicle by unit and VIN numbers, make, model, and year and indicate
for each the state in which registered and the state in which based and any existing lienholders)
with fair market value in excess of $100,000:



 





     8. Vessels. The following is a complete list of all vessels of any Loan Party which
are subject to any certificate of title or other registration statute of the United States, any
state or any other jurisdiction:



 





     9. Other Titled Collateral. The following is a complete list of all aircraft and all
other inventory, equipment and other goods of any Loan Company which are subject to any certificate
of title or other registration statute of the United States, any state or any other jurisdiction
with a fair market value in excess of $100,000 (provide description of covered goods and indicate
registration system and jurisdiction):



 





     10. Deposit Accounts. The following is a complete list of all cash, money, currency
and Deposit accounts maintained by any Loan Party:



 





 





     11. Commercial Tort Claims. The following is a complete list of claims arising in
tort with respect to which any Loan Party is claimant and which arose in the course of such Loan
Party’s business; together with case file numbers or other identification of such claim:



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     12. Unusual Transactions. All of the Collateral has been originated by the each Loan
Party in the ordinary course of such Loan Party’s business or consists of goods which have been
acquired by such Loan Party in the ordinary course from a person in the business of selling goods
of that kind, except for the following Collateral which was obtained outside the ordinary course of
business, including, but not limited to, transactions involving bulk transfers:



 





     13. UCC Filings. Financing statements in substantially the form of Schedule 13 have
been prepared for filing by counsel to the Administrative Agent in the proper Uniform Commercial
Code filing office in the jurisdiction in which each Loan Party is located. Set forth on Schedule
13 is a true and correct list of each such filing and the Uniform Commercial Code filing office in
which such filing is to be made.



     14. Authorization. The undersigned hereby irrevocably authorizes the Administrative
Agent at any time and from time to time to file in any filing office in any jurisdiction any
initial financing statements and amendments thereto and hereby ratifies its authorization for the
Administrative Agent to have filed in any jurisdiction any initial financing statements or
amendments thereto if filed prior to the date hereof.



[signature page follows]




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     IN WITNESS WHEREOF, the undersigned has executed this certificate as of November 1, 2011.



	 	 	 	 	 
	 	ALIANTE GAMING, LLC

 	 
	 	By:  	ALST Casino Holdco, LLC, its Managing Member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to Perfection Certificate — Aliante Gaming, LLC






 









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SCHEDULE 5



Trade Names



Licenses



Internet Domain Names



Domain Name Opt-Out Subscriptions:






 









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SCHEDULE 10








 









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SCHEDULE 13



UCC Filings




	 	 	 
	Loan Party	 	UCC
Filing Office/County Recorder’s Office
	 

	 	 






 











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SCHEDULE 1.1




Existing Investments




None.



 









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SCHEDULE 1.2




Existing Liens



The Lien arising pursuant to that certain Financing Lease — Nevada (the “Lease”) dated
October 21, 2008, by and between Young Electric Sign Company (“Young”), as lessor, and
Aliante Gaming, LLC dba Aliante Station Casino + Hotel (“Gaming”), as lessee, pursuant to
which Young manufactured and installed the marquee signs more particularly described therein
on the property located at 7300 Aliante Parkway, North Las Vegas, Nevada and received a
security interest in respect thereof to secure payment of all obligations under the Lease, as
evidenced by that certain financing statement recorded November 7, 2008 in Book 20081107 as
Instrument No. 03405 of Official Records of the County of Clark, Nevada, as amended by
amendment recorded December 29, 2008 in Book 20081229 as Instrument No. 01553 of Official
Records of the County of Clark, Nevada.







 









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SCHEDULE 2.1




Lenders and Commitments




	 	 	 	 	 
	Lender	 	Commitment	 
	North LV HoldCo, LLC
	 	$	12,898,672.77	 
	Apollo ALST Holdco, LLC
	 	$	8,863,036.07	 
	TPG ALST HoldCo, L.L.C.
	 	$	8,863,036.07	 
	Halcyon Loan Trading Fund LLC
	 	$	4,033,986.05	 
	Natixis
	 	$	3,659,722.78	 
	Credit Agricole Corporate and Investment Bank
	 	$	2,614,087.70	 
	Bank of America, N.A.
	 	$	2,375,001.48	 
	City National Bank
	 	$	1,045,635.08	 
	Manufacturers Bank
	 	$	522,817.54	 
	Barclays Bank Plc
	 	$	119,713.34	 
	Service 1st Bank of Nevada
	 	$	4,291.11	 
	 	 	 	 
	Total
	 	$	45,000,000.00	 






 









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SCHEDULE 4.3




Governmental Approvals



Licenses/Approvals — The following licenses and approvals for the Aliante Casino and
Hotel are required:




          (i) Nevada Gaming Control Board (Gaming).




          (ii) Nevada Gaming Commission (Gaming).




          (iii) City of North Las Vegas (Gaming and Liquor; Certificate of Occupancy)



Health Department Permits — The major permits required from the Clark County Health
Department for the Aliante Casino and Hotel are as follows:




          (i) Pool.




          (ii) Restaurants and Kitchens (Steakhouse, Oyster Bar, Room Service Kitchen, Café,
Mexican, Buffet, Italian, Banquet Kitchen, Team Dining Room).




          (iii) Bars (Lounge Bar, Center
Bar, Race and Sports Bar, Steakhouse Bar, Café Bar, Mexican Bar, Italian Bar, Pool Bar,
Service Bars).




          (iv) Cinema Concessions.





 












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SCHEDULE 4.8




Trademarks and Trade Names




     Trademarks



	 	 	 	 	 	 	 	 	 	 	 
	Mark	 	Jurisdiction	 	App. No.	 	App. Date	 	Reg. No.	 	Reg. Date
	ACCESS
	 	Nevada	 	E0693982008-5	 	12 Nov 2008	 	E0693982008-5	 	12 Nov 2008
	 
	 	 	 	 	 	 	 	 	 	 
	ALIANTE 
STATION
	 	Nevada	 	E0673482008-1	 	24 Oct 2008	 	E0673482008-1	 	24 Oct 2008
	 
	 	 	 	 	 	 	 	 	 	 
	ETA LOUNGE
	 	Nevada	 	E0694392008-5	 	12 Nov 2008	 	E0694392008-5	 	12 Nov 2008
	 
	 	 	 	 	 	 	 	 	 	 
	MRKT
	 	Nevada	 	E0692782008-0	 	12 Nov 2008	 	E0692782008-0	 	12 Nov 2008
	 
	 	 	 	 	 	 	 	 	 	 
	SUITE ESCAPE
	 	Nevada	 	E0029022009-8	 	16 Jan 2009	 	E0029022009-8	 	16 Jan 2009
	 
	 	 	 	 	 	 	 	 	 	 
	ALIANTE STATION
	 	US Federal	 	77/598,557	 	22 Oct 2008	 	3,707,782	 	10 Nov 2009
	 
	 	 	 	 	 	 	 	 	 	 
	ALIANTE STATION
	 	US Federal	 	77/597,424	 	21 Oct 2008	 	3,819,166	 	13 Jul 2010
	 
	 	 	 	 	 	 	 	 	 	 
	ALIANTE STATION
	 	US Federal	 	77/589,244	 	09 Oct 2008	 	3,778,984	 	20 Apr 2010
	 
	 	 	 	 	 	 	 	 	 	 
	ALIANTE 

STATION
	 	US Federal	 	77/588,389	 	08 Oct 2008	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	THE SPA AT 

ALIANTE
	 	US Federal	 	77/594,122	 	16 Oct 2008	 	 	 	 
	STATION
	 	 	 	 	 	 	 	 	 	 





          Trade Names


          Aliante Station


          Aliante Station Casino


          Aliante Station Hotel


          Aliante Station Casino and Hotel


          Aliante Station Las Vegas


          Aliante Gaming, LLC



 









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SCHEDULE 4.9




Material Litigation




None.



 









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SCHEDULE 4.17




Hazardous Materials Matters 




None.



 









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SCHEDULE 4.20




Deposit and Securities Accounts




	 	 	 	 	 

	Wells Fargo Bank
	 	 	 	 
	 
	 	 	 	 
	Aliante Gaming LLC — Depository

	 	 	4121614424	 
	 
	 	 	 	 
	**Aliante Gaming LLC — Payroll

	 	 	4121561328	 
	 
	 	 	 	 
	Aliante Gaming LLC — Cage

	 	 	4121764518	 
	 
	 	 	 	 
	Aliante Gaming LLC — MC/Visa/Discover

	 	 	4121707301	 
	 
	 	 	 	 
	Aliante Gaming LLC — American Express

	 	 	4121707293	 
	 
	 	 	 	 
	Aliante Gaming LLC — CD/AP

	 	 	9600097929	 
	 
	 	 	 	 
	Aliante Gaming LLC — CD/TA

	 	 	9600124394	 
	 
	 	 	 	 
	Aliante Gaming LLC — Pari Mutuel

	 	 	4121765895	 
	 
	 	 	 	 
	**Aliante Gaming LLC — CD/Health

	 	 	9600098445	 
	 
	 	 	 	 
	**Aliante Gaming LLC — Worker’s Comp

	 	 	9600121296	 
	 
	 	 	 	 
	**Aliante Gaming LLC — R&S Reserve Account

	 	 	G58-1488439	 




Bank of America




	 	 	 	 	 

	**Aliante Gaming, LLC — Systems Failure/Savings

	 	 	501006882433	 
	 
	 	 	 	 
	** denotes Excluded Account.
	 	 	 	 






 









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SCHEDULE 4.21




Permits




None.




 









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SCHEDULE 6.7




Transactions with Affiliates




None.