ex10_01.htm


    
      

    

    Exhibit
10.01

     

     

    
      

    

    
      

    

     

     

    AMENDED
AND RESTATED CREDIT AGREEMENT

    Dated as
of January 20, 2009

    


    among

    


    GOLDEN
ROAD MOTOR INN, INC.,

    a Nevada
corporation,

    as
Borrower

    


    MONARCH
CASINO & RESORT, INC.,

    a Nevada
corporation,

    as
Guarantor

    


    the
LENDERS herein named

    


    WELLS
FARGO BANK, National Association,

    as
Swingline Lender, L/C Issuer and Agent Bank

    
 

    
      
        

      

      
        

      

    


    
      
        
        

      

      
         


        
          

        

      

      
        
        

      

    


    TABLE
OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    RECITALS

                                  	 
      	
                                    1

                                  
	 	 	 
	
                                    ARTICLE
      I

                                  	
                                    -
      DEFINITIONS

                                  	
                                    2

                                  
	 	 	 
	 
      	
                                    Section
      1.01.

                                  	
                                    Definitions

                                  	 
      	
                                    2

                                  
	 
      	
                                    Section
      1.02.

                                  	
                                    Interpretation
      and Construction

                                  	 
      	
                                    33

                                  
	 
      	
                                    Section
      1.03.

                                  	
                                    Use
      of Defined Terms

                                  	 
      	
                                    35

                                  
	 
      	
                                    Section
      1.04.

                                  	
                                    Cross-References

                                  	 
      	
                                    35

                                  
	 
      	
                                    Section
      1.05.

                                  	
                                    Exhibits
      and Schedules

                                  	 
      	
                                    35

                                  
	 	 	 
	
                                    ARTICLE
      II

                                  	
                                    -
      AMOUNT, TERMS AND SECURITY OF THE BANK FACILITIES

                                  	
                                    35

                                  
	 	 	 
	 
      	
                                    Section
      2.01.

                                  	
                                    The
      Credit Facility

                                  	 
      	
                                    35

                                  
	 
      	
                                    Section
      2.02.

                                  	
                                    Use
      of Proceeds of the Credit Facility

                                  	 
      	
                                    38

                                  
	 
      	
                                    Section
      2.03.

                                  	
                                    Notice
      of Borrowings

                                  	 
      	
                                    38

                                  
	 
      	
                                    Section
      2.04.

                                  	
                                    Conditions
      of Borrowings

                                  	 
      	
                                    39

                                  
	 
      	
                                    Section
      2.05.

                                  	
                                    The
      Revolving Credit Note and Interest Rate Options

                                  	 
      	
                                    39

                                  
	 
      	
                                    Section
      2.06.

                                  	
                                    Security
      for the Credit Facility

                                  	 
      	
                                    43

                                  
	 
      	
                                    Section
      2.07.

                                  	
                                    Place
      and Manner of Payment

                                  	 
      	
                                    44

                                  
	 
      	
                                    Section
      2.08.

                                  	
                                    The
      Swingline Facility

                                  	 
      	
                                    46

                                  
	 
      	
                                    Section
      2.09.

                                  	
                                    Issuance
      of Letters of Credit

                                  	 
      	
                                    49

                                  
	 
      	
                                    Section
      2.10.

                                  	
                                    Fees

                                  	 
      	
                                    53

                                  
	 
      	
                                    Section
      2.11.

                                  	
                                    Late
      Charges and Default Rate

                                  	 
      	
                                    53

                                  
	 
      	
                                    Section
      2.12.

                                  	
                                    Net
      Payments

                                  	 
      	
                                    55

                                  
	 
      	
                                    Section
      2.13.

                                  	
                                    Increased
      Costs

                                  	 
      	
                                    56

                                  
	 
      	
                                    Section
      2.14.

                                  	
                                    Mitigation;
      Exculpation.

                                  	 
      	
                                    57

                                  
	 
      	
                                    Section
      2.15.

                                  	
                                    Guaranty
      Agreement

                                  	 
      	
                                    57

                                  
	 	 	 
	
                                    ARTICLE
      III

                                  	
                                    -
      CONDITIONS PRECEDENT TO THE RESTATEMENT EFFECTIVE DATE

                                  	
                                    57

                                  
	 	 	 	 
	
                                    A.

                                  	
                                    Closing
      Conditions

                                  	 
      	
                                    57

                                  
	 	 	 	 
	 
      	
                                    Section
      3.01.

                                  	
                                    Credit
      Agreement

                                  	 
      	
                                    58

                                  
	 
      	
                                    Section
      3.02.

                                  	
                                    The
      Notes and Guaranty

                                  	 
      	
                                    58

                                  
	 
      	
                                    Section
      3.03.

                                  	
                                    Security
      Documentation

                                  	 
      	
                                    58

                                  
	 
      	
                                    Section
      3.04.

                                  	
                                    Other
      Loan Documents

                                  	 
      	
                                    58

                                  
	 
      	
                                    Section
      3.05.

                                  	
                                    Articles
      of Incorporation, Bylaws, Corporate Resolutions, Certificates of Good
      Standing and Closing Certificate

                                  	 
      	
                                    59

                                  
	 
      	
                                    Section
      3.06.

                                  	
                                    Opinion
      of Counsel

                                  	 
      	
                                    59

                                  
	 
      	
                                    Section
      3.07.

                                  	
                                    Title
      Policy Endorsements

                                  	 
      	
                                    59

                                  
	 
      	
                                    Section
      3.08.

                                  	
                                    Survey

                                  	 
      	
                                    60

                                  
	 
      	
                                    Section
      3.09.

                                  	
                                    Payment
      of Taxes

                                  	 
      	
                                    60

                                  
	 
      	
                                    Section
      3.10.

                                  	
                                    Insurance

                                  	 
      	
                                    60

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
        
        

      

      
         


        
          

        

      

      
        
        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	
                                    Section
      3.11.

                                  	
                                    Payment
      of Fees and Existing Bank Loan

                                  	 
      	
                                    60

                                  
	 
      	
                                    Section
      3.12.

                                  	
                                    Reimbursement
      for Expenses and Fees

                                  	 
      	
                                    60

                                  
	 
      	
                                    Section
      3.13.

                                  	
                                    Schedules
      of Spaceleases and Equipment Leases and Contracts

                                  	 
      	
                                    61

                                  
	 
      	
                                    Section
      3.14.

                                  	
                                    Phase
      I Environmental Site Assessments

                                  	 
      	
                                    61

                                  
	 
      	
                                    Section
      3.15.

                                  	
                                    Skybridge
      Documentation

                                  	 
      	
                                    61

                                  
	 
      	
                                    Section
      3.16.

                                  	
                                    Gaming
      Permits

                                  	 
      	
                                    61

                                  
	 
      	
                                    Section
      3.17.

                                  	
                                    Financial
      Statements, Pricing Certificate and Total Leverage Ratio
      Certification

                                  	 
      	
                                    61

                                  
	 
      	
                                    Section
      3.18.

                                  	
                                    Schedule
      of all Significant Litigation

                                  	 
      	
                                    62

                                  
	 
      	
                                    Section
      3.19.

                                  	
                                    No
      Injunction or Other Litigation

                                  	 
      	
                                    62

                                  
	 
      	
                                    Section
      3.20.

                                  	
                                    Additional
      Documents and Statements

                                  	 
      	
                                    62

                                  
	 
      	 
      	 
      	 
      	 
      
	
                                    B. 

                                  	
                                    Conditions
      Precedent to all Borrowings, Swingline Advances and Letters of
      Credit

                                  	 
      	
                                    62

                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                    Section
      3.21.

                                  	
                                    Notices

                                  	 
      	
                                    63

                                  
	 
      	
                                    Section
      3.22.

                                  	
                                    Certain
      Statements

                                  	 
      	
                                    63

                                  
	 
      	
                                    Section
      3.23.

                                  	
                                    Gaming
      Permits

                                  	 
      	
                                    64

                                  
	 
      	 
      	 
      	 
      	 
      
	

                                    C.

                                  	
                                    

                                      Additional
      Conditions Precedent to Commitment Increase

                                    

                                  	 
      	
                                    64

                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                    Section
      3.24.

                                  	
                                    Guaranty
      Affirmation

                                  	 
      	
                                    64

                                  
	 
      	
                                    Section
      3.25.

                                  	
                                    Amendments
      to Security Documents

                                  	 
      	
                                    64

                                  
	 
      	
                                    Section
      3.26.

                                  	
                                    Revolving
      Credit Note

                                  	 
      	
                                    64

                                  
	 
      	
                                    Section
      3.27.

                                  	
                                    Opinion
      of Counsel - Commitment Increase

                                  	 
      	
                                    64

                                  
	 
      	
                                    Section
      3.28.

                                  	
                                    Endorsement
      of Title Insurance Policy

                                  	 
      	
                                    64

                                  
	 
      	
                                    Section
      3.29.

                                  	
                                    Reimbursement
      for Expenses and Fees

                                  	 
      	
                                    64

                                  
	 
      	
                                    Section
      3.30.

                                  	
                                    Pro
      Forma Financial Compliance

                                  	 
      	
                                    65

                                  
	 
      	
                                    Section
      3.31.

                                  	
                                    Additional
      Documents and Statements

                                  	 
      	
                                    65

                                  
	 	 	 
	
                                    ARTICLE
      IV

                                  	
                                    -
      REPRESENTATIONS AND WARRANTIES

                                  	
                                    65

                                  
	 	 	 
	 
      	
                                    Section
      4.01.

                                  	
                                    Organization;
      Power and Authorization

                                  	 
      	
                                    65

                                  
	 
      	
                                    Section
      4.02.

                                  	
                                    No
      Conflict With, Violation of or Default Under Laws or
      Other Agreements

                                  	 
      	
                                     
      65

                                  
	 
      	
                                    Section
      4.03.

                                  	
                                    Litigation

                                  	 
      	
                                    66

                                  
	 
      	
                                    Section
      4.04.

                                  	
                                    Agreements
      Legal, Binding, Valid and Enforceable

                                  	 
      	
                                    66

                                  
	 
      	
                                    Section
      4.05.

                                  	
                                    Information
      and Financial Data Accurate; Financial Statements; No Adverse
      Event

                                  	 
      	
                                    66

                                  
	 
      	
                                    Section
      4.06.

                                  	
                                    Governmental
      Approvals

                                  	 
      	
                                    67

                                  
	 
      	
                                    Section
      4.07.

                                  	
                                    Payment
      of Taxes

                                  	 
      	
                                    67

                                  
	 
      	
                                    Section
      4.08.

                                  	
                                    Title
      to Properties

                                  	 
      	
                                    67

                                  
	 
      	
                                    Section
      4.09.

                                  	
                                    No
      Untrue Statements

                                  	 
      	
                                    68

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
        
        

      

      
        II

        
          

        

      

      
        
        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              Section
      4.10.

                            	
                              Brokerage
      Commissions

                            	 
      	
                              68

                            
	 
      	
                              Section
      4.11.

                            	
                              No
      Defaults

                            	 
      	
                              68

                            
	 
      	
                              Section
      4.12.

                            	
                              Employee
      Retirement Income Security Act of 1974

                            	 
      	
                              68

                            
	 
      	
                              Section
      4.13.

                            	
                              Availability
      of Utility Services

                            	 
      	
                              69

                            
	 
      	
                              Section
      4.14.

                            	
                              Policies
      of Insurance

                            	 
      	
                              69

                            
	 
      	
                              Section
      4.15.

                            	
                              Spaceleases

                            	 
      	
                              69

                            
	 
      	
                              Section
      4.16.

                            	
                              Equipment
      Leases and Contracts

                            	 
      	
                              69

                            
	 
      	
                              Section
      4.17.

                            	
                              Gaming
      Permits and Approvals

                            	 
      	
                              69

                            
	 
      	
                              Section
      4.18.

                            	
                              Environmental
      Certificate

                            	 
      	
                              69

                            
	 
      	
                              Section
      4.19.

                            	
                              Investment
      Company Act

                            	 
      	
                              69

                            
	 
      	
                              Section
      4.20.

                            	
                              Public
      Utility Holding Company Act

                            	 
      	
                              69

                            
	 
      	
                              Section
      4.21.

                            	
                              Labor
      Relations.

                            	 
      	
                              70

                            
	 
      	
                              Section
      4.22.

                            	
                              Trademarks,
      Patents, Licenses, Franchises, Formulas and Copyrights

                            	 
      	
                              70

                            
	 
      	
                              Section
      4.23.

                            	
                              Contingent
      Liabilities

                            	 
      	
                              70

                            
	 
      	
                              Section
      4.24.

                            	
                              CC
      Skybridge Documentation

                            	 
      	
                              70

                            
	 
      	
                              Section
      4.25.

                            	
                              Subsidiaries

                            	 
      	
                              70

                            
	 	 	 
	
                              ARTICLE
      V

                            	
                              -
      GENERAL COVENANTS OF BORROWER AND MCRI

                            	
                              71

                            
	 	 	 
	

                              A.

                            	
                              

                                General
      Covenants

                              

                            	 
      	
                              71

                            
	 	 	 	 
	 
      	
                              Section
      5.01.

                            	
                              FF&E

                            	 
      	
                              71

                            
	 
      	
                              Section
      5.02.

                            	
                              Permits;
      Licenses and Legal Requirements

                            	 
      	
                              71

                            
	 
      	
                              Section
      5.03.

                            	
                              Protection
      Against Lien Claims

                            	 
      	
                              71

                            
	 
      	
                              Section
      5.04.

                            	
                              Continuance
      of Outstanding Balance of Existing Bank Loan

                            	 
      	
                              71

                            
	 
      	
                              Section
      5.05.

                            	
                              No
      Change in Character of Business or Location of Chief Executive
      Office.

                            	 
      	
                              71

                            
	 
      	
                              Section
      5.06.

                            	
                              Preservation
      and Maintenance of Properties and Assets; Acquisition of Additional
      Property or Leases

                            	 
      	
                              72

                            
	 
      	
                              Section
      5.07.

                            	
                              Repair
      of Properties and Assets

                            	 
      	
                              73

                            
	 
      	
                              Section
      5.08.

                            	
                              Financial
      Statements; Reports; Certificates and Books and Records

                            	 
      	
                              73

                            
	 
      	
                              Section
      5.09.

                            	
                              Insurance

                            	 
      	
                              76

                            
	 
      	
                              Section
      5.10.

                            	
                              Taxes

                            	 
      	
                              80

                            
	 
      	
                              Section
      5.11.

                            	
                              Permitted
      Encumbrances Only

                            	 
      	
                              80

                            
	 
      	
                              Section
      5.12.

                            	
                              Advances

                            	 
      	
                              80

                            
	 
      	
                              Section
      5.13.

                            	
                              Further
      Assurances

                            	 
      	
                              80

                            
	 
      	
                              Section
      5.14.

                            	
                              Indemnification

                            	 
      	
                              81

                            
	 
      	
                              Section
      5.15.

                            	
                              Inspection
      of the Collateral and Appraisal

                            	 
      	
                              82

                            
	 
      	
                              Section
      5.16.

                            	
                              Compliance
      With Other Loan Documents

                            	 
      	
                              82

                            
	 
      	
                              Section
      5.17.

                            	
                              Suits
      or Actions Affecting Borrower or MCRI

                            	 
      	
                              82

                            
	 
      	
                              Section
      5.18.

                            	
                              Notice
      to State Gaming Control Board

                            	 
      	
                              82

                            


                    

                  

                

              

            

          

        

      

    


    
      
        
        

      

      
        III

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                Section
      5.19.

                              	
                                Tradenames,
      Trademarks and Servicemarks

                              	 
      	
                                82

                              
	 
      	
                                Section
      5.20.

                              	
                                Notice
      of Hazardous Materials

                              	 
      	
                                82

                              
	 
      	
                                Section
      5.21.

                              	
                                Compliance
      with Access Laws

                              	 
      	
                                82

                              
	 
      	
                                Section
      5.22.

                              	
                                Release
      of V/P Property as Collateral

                              	 
      	
                                84

                              
	 
      	
                                Section
      5.23.

                              	
                                Compliance
      with Pedestrian Crossing Air Space License

                              	 
      	
                                84

                              
	 
      	
                                Section
      5.24.

                              	
                                Compliance
      with Adjacent Driveway Lease

                              	 
      	
                                85

                              
	 
      	
                                Section
      5.25.

                              	
                                Compliance
      with CC Skybridge Documentation

                              	 
      	
                                85

                              
	 
      	
                                Section
      5.26.

                              	
                                USA
      Patriot Act

                              	 
      	
                                85

                              
	 	 	 
	
                                ARTICLE
      VI

                              	
                                -
      FINANCIAL COVENANTS

                              	
                                86

                              
	 	 	 
	 
      	
                                Section
      6.01.

                              	
                                Total
      Leverage Ratio

                              	 
      	
                                86

                              
	 
      	
                                Section
      6.02.

                              	
                                Fixed
      Charge Coverage Ratio

                              	 
      	
                                86

                              
	 
      	
                                Section
      6.03.

                              	
                                Minimum
      Two Fiscal Quarter Adjusted EBITDA

                              	 
      	
                                86

                              
	 
      	
                                Section
      6.04.

                              	
                                Maintenance
      Capital Expenditure Requirements

                              	 
      	
                                87

                              
	 
      	
                                Section
      6.05.

                              	
                                Investment
      Restrictions

                              	 
      	
                                88

                              
	 
      	
                                Section
      6.06.

                              	
                                Limitation
      on Distributions

                              	 
      	
                                88

                              
	 
      	
                                Section
      6.07.

                              	
                                Limitation
      on Indebtedness

                              	 
      	
                                89

                              
	 
      	
                                Section
      6.08.

                              	
                                Total
      Liens

                              	 
      	
                                90

                              
	 
      	
                                Section
      6.09.

                              	
                                Sale
      of Assets, Consolidation, Merger or Liquidation.

                              	 
      	
                                91

                              
	 
      	
                                Section
      6.10.

                              	
                                No
      Transfer of Ownership

                              	 
      	
                                91

                              
	 
      	
                                Section
      6.11.

                              	
                                Limitation
      on Subsidiaries

                              	 
      	
                                92

                              
	 
      	
                                Section
      6.12.

                              	
                                Contingent
      Liability(ies)

                              	 
      	
                                92

                              
	 
      	
                                Section
      6.13.

                              	
                                Transactions
      with Members of MCRI Consolidation

                              	 
      	
                                92

                              
	 
      	
                                Section
      6.14.

                              	
                                Limitation
      on Consolidated Tax Liability

                              	 
      	
                                92

                              
	 
      	
                                Section
      6.15.

                              	
                                ERISA

                              	 
      	
                                92

                              
	 
      	
                                Section
      6.16.

                              	
                                Margin
      Regulations

                              	 
      	
                                93

                              
	 
      	
                                Section
      6.17.

                              	
                                Change
      in Accounting Principles

                              	 
      	
                                93

                              
	 	 	 
	
                                ARTICLE
      VII

                              	
                                -
      EVENTS OF DEFAULT

                              	
                                93

                              
	 	 	 
	 
      	
                                Section
      7.01.

                              	
                                Events
      of Default

                              	 
      	
                                93

                              
	 
      	
                                Section
      7.02.

                              	
                                Default
      Remedies

                              	 
      	
                                97

                              
	 
      	
                                Section
      7.03.

                              	
                                Application
      of Proceeds

                              	 
      	
                                98

                              
	 
      	
                                Section
      7.04.

                              	
                                Notices

                              	 
      	
                                99

                              
	 
      	
                                Section
      7.05.

                              	
                                Agreement
      to Pay Attorney's Fees and Expenses

                              	 
      	
                                99

                              
	 
      	
                                Section
      7.06.

                              	
                                No
      Additional Waiver Implied by One Waiver

                              	 
      	
                                99

                              
	 
      	
                                Section
      7.07.

                              	
                                Licensing
      of Agent Bank and Lenders

                              	 
      	
                                99

                              
	 
      	
                                Section
      7.08.

                              	
                                Exercise
      of Rights Subject to Applicable Law

                              	 
      	
                                100

                              
	 
      	
                                Section
      7.09.

                              	
                                Discontinuance
      of Proceedings

                              	 
      	
                                100

                              
	 	 	 
	
                                ARTICLE
      VIII

                              	
                                -
      DAMAGE, DESTRUCTION AND CONDEMNATION

                              	
                                100

                              
	 	 	 
	 
      	
                                Section
      8.01.

                              	
                                No
      Abatement of Payments

                              	 
      	
                                100

                              
	 
      	
                                Section
      8.02.

                              	
                                Distribution
      of Capital Proceeds Upon Occurrence of Fire, Casualty, Other Perils or
      Condemnation

                              	 
      	
                                100

                              


                      

                    

                  

                

              

            

          

        

      

    


    
      
        
        

      

      
        IV

        
          

        

      

      
        
        

      

    


    


    
      
        
          
            
              
                
                  	
                          ARTICLE
      IX

                        	
                          -
      AGENCY PROVISIONS

                        	
                          103

                        
	 	 	 
	 
      	
                          Section
      9.01.

                        	
                          Appointment

                        	 
      	
                          103

                        
	 
      	
                          Section
      9.02.

                        	
                          Nature
      of Duties

                        	 
      	
                          103

                        
	 
      	
                          Section
      9.03.

                        	
                          Disbursement
      of Borrowings

                        	 
      	
                          104

                        
	 
      	
                          Section
      9.04.

                        	
                          Distribution
      and Apportionment of Payments

                        	 
      	
                          105

                        
	 
      	
                          Section
      9.05.

                        	
                          Rights,
      Exculpation, Etc.

                        	 
      	
                          106

                        
	 
      	
                          Section
      9.06.

                        	
                          Reliance

                        	 
      	
                          107

                        
	 
      	
                          Section
      9.07.

                        	
                          Indemnification

                        	 
      	
                          107

                        
	 
      	
                          Section
      9.08.

                        	
                          Agent
      Individually

                        	 
      	
                          107

                        
	 
      	
                          Section
      9.09.

                        	
                          Successor
      Agent Bank; Resignation of Agent Bank; Removal of Agent
    Bank

                        	 
      	
                          107

                        
	 
      	
                          Section
      9.10.

                        	
                          Consent
      and Approvals

                        	 
      	
                          108

                        
	 
      	
                          Section
      9.11.

                        	
                          Agency
      Provisions Relating to Collateral

                        	 
      	
                          110

                        
	 
      	
                          Section
      9.12.

                        	
                          Lender
      Actions Against Collateral

                        	 
      	
                          111

                        
	 
      	
                          Section
      9.13.

                        	
                          Ratable
      Sharing

                        	 
      	
                          111

                        
	 
      	
                          Section
      9.14.

                        	
                          Delivery
      of Documents

                        	 
      	
                          112

                        
	 
      	
                          Section
      9.15.

                        	
                          Notice
      of Events of Default

                        	 
      	
                          112

                        
	 	 	 
	
                          ARTICLE
      X

                        	
                          -
      GENERAL TERMS AND CONDITIONS

                        	
                          112

                        
	 	 	 
	 
      	
                          Section
      10.01.

                        	
                          Amendments
      and Waivers.

                        	 
      	
                          112

                        
	 
      	
                          Section
      10.02.

                        	
                          Failure
      to Exercise Rights

                        	 
      	
                          114

                        
	 
      	
                          Section
      10.03.

                        	
                          Notices
      and Delivery

                        	 
      	
                          114

                        
	 
      	
                          Section
      10.04.

                        	
                          Modification
      in Writing

                        	 
      	
                          116

                        
	 
      	
                          Section
      10.05.

                        	
                          Other
      Agreements

                        	 
      	
                          116

                        
	 
      	
                          Section
      10.06.

                        	
                          Counterparts

                        	 
      	
                          116

                        
	 
      	
                          Section
      10.07.

                        	
                          Rights,
      Powers and Remedies are Cumulative

                        	 
      	
                          116

                        
	 
      	
                          Section
      10.08.

                        	
                          Continuing
      Representations

                        	 
      	
                          117

                        
	 
      	
                          Section
      10.09.

                        	
                          Successors
      and Assigns

                        	 
      	
                          117

                        
	 
      	
                          Section
      10.10.

                        	
                          Assignment
      of Loan Documents by Borrower, Guarantor or Syndication Interests by
      Lenders

                        	 
      	
                          117

                        
	 
      	
                          Section
      10.11.

                        	
                          Action
      by Lenders

                        	 
      	
                          119

                        
	 
      	
                          Section
      10.12.

                        	
                          Time
      of Essence

                        	 
      	
                          119

                        
	 
      	
                          Section
      10.13.

                        	
                          Choice
      of Law and Forum

                        	 
      	
                          119

                        
	 
      	
                          Section
      10.14.

                        	
                          Arbitration

                        	 
      	
                          119

                        
	 
      	
                          Section
      10.15.

                        	
                          WAIVER
      OF JURY TRIAL

                        	 
      	
                          120

                        
	 
      	
                          Section
      10.16.

                        	
                          Scope
      of Approval and Review

                        	 
      	
                          120

                        
	 
      	
                          Section
      10.17.

                        	
                          Severability
      of Provisions

                        	 
      	
                          120

                        
	 
      	
                          Section
      10.18.

                        	
                          Cumulative
      Nature of Covenants

                        	 
      	
                          121

                        
	 
      	
                          Section
      10.19.

                        	
                          Costs
      to Prevailing Party

                        	 
      	
                          121

                        
	 
      	
                          Section
      10.20.

                        	
                          Expenses

                        	 
      	
                          121

                        
	 
      	
                          Section
      10.21.

                        	
                          Setoff

                        	 
      	
                          123

                        


                

              

            

          

        

      

    


    
      
        
        

      

      
        V

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              	 
      	
                      Section
      10.22.

                    	
                      Security
      and Loan Documentation

                    	 
      	
                      123

                    
	 
      	
                      Section
      10.23.

                    	
                      Schedules
      Attached

                    	 
      	
                      123

                    


            

          

        

      

    

    
      
        
          
            
              
                
                  	 
      	
                          Schedule
      2.01(a)

                        	
                          -

                        	
                          Schedule
      of Lenders' Proportions in Credit Facility

                        
	 
      	
                          Schedule
      2.01(c)

                        	
                          -

                        	
                          Aggregate
      Commitment Reduction
      Schedule

                        
	 
      	
                          Schedule
      2.01(c)

                        	
                          -

                        	 
      
	 
      	
                          Alternate
      One

                        	 
      	
                          Aggregate
      Commitment Reduction Schedule - Alternate One

                        
	 
      	
                          Schedule
      3.18

                        	
                          -

                        	
                          Schedule
      of Significant Litigation

                        
	 
      	
                          Schedule
      4.15

                        	
                          -

                        	
                          Schedule
      of Spaceleases

                        
	 
      	
                          Schedule
      4.16

                        	
                          -

                        	
                          Schedule
      of Equipment Leases and Contracts

                        
	 
      	
                          Schedule
      4.22

                        	
                          -

                        	
                          Schedule
      of Trademarks, Patents, Licenses, Franchises, Formulas and
      Copyrights

                        
	 
      	
                          Schedule
      4.23

                        	
                          -

                        	
                          Schedule
      of Contingent Liabilities

                        
	 
      	
                          Schedule
      6.04

                        	
                          -

                        	
                          Schedule
      of Remodel Projects

                        
	 
      	
                          Schedule
      6.08

                        	
                          -

                        	
                          Schedules
      of Liens

                        
	 
      	
                          Schedule
      A

                        	
                          -

                        	
                          Hotel/Casino
      Property - Description

                        
	 
      	
                          Schedule
      B

                        	
                          -

                        	
                          V/P
      Property -
Description

                        


                

              

            

          

        

      

    

    


    
      
        
          
            	 
      	
                    Section
      10.23.

                  	
                    Exhibits
      Attached

                  	 
      	
                    123

                  


          

        

      

    

    


    
      
        
          
            
              	 
      	 
      	 
      	 
      
	 
      	
                      Exhibit
      A

                    	
                      -

                    	
                      Revolving
      Credit Note - Form

                    
	 
      	
                      Exhibit
      B

                    	
                      -

                    	
                      Swingline
      Note - Form

                    
	 
      	
                      Exhibit
      C

                    	
                      -

                    	
                      Notice
      of Borrowing - Form

                    
	 
      	
                      Exhibit
      D

                    	
                      -

                    	
                      Continuation/Conversion
      Notice - Form

                    
	 
      	
                      Exhibit
      E

                    	
                      -

                    	
                      Compliance
      Certificate - Form

                    
	 
      	
                      Exhibit
      F

                    	
                      -

                    	
                      Closing
      Pricing Certificate - Form

                    
	 
      	
                      Exhibit
      G

                    	
                      -

                    	
                      Authorized
      Officer Certificate - Form

                    
	 
      	
                      Exhibit
      H

                    	
                      -

                    	
                      Closing
      Certificate - Form

                    
	 
      	
                      Exhibit
      I

                    	
                      -

                    	
                      Guaranty
      - Form

                    
	 
      	
                      Exhibit
      J

                    	
                      -

                    	
                      Legal
      Opinion - Form

                    
	 
      	
                      Exhibit
      K

                    	
                      -

                    	
                      Notice
      of Swingline Advance - Form

                    
	 
      	
                      Exhibit
      L

                    	
                      -

                    	
                      Assumption
      and Consent Agreement - Form

                    
	 
      	
                      Exhibit
      M

                    	
                      -

                    	
                      Assignment
      and Assumption Agreement - Form

                    
	 
      	
                      Exhibit
      N

                    	
                      -

                    	
                      Cash
      Collateral Pledge Agreement -
Form

                    


            

          

        

      

    


    
      
        
        

      

      
        VI

        
          

        

      

      
        
        

      

    


    AMENDED AND
RESTATED

    CREDIT
AGREEMENT

    


    


    THIS AMENDED AND RESTATED CREDIT
AGREEMENT ("Credit Agreement") is made and entered into as of the 20th day of
January, 2009, by and among GOLDEN ROAD MOTOR INN, INC., a Nevada corporation
(the "Borrower"), and MONARCH CASINO & RESORT, INC., a Nevada corporation
("Guarantor") and each of the Lenders, as hereinafter defined, WELLS FARGO BANK,
National Association, as the swingline lender (herein in such capacity, together
with its successors and assigns, the "Swingline Lender"), and WELLS FARGO BANK,
National Association, as the issuer of letters of credit following the
Restatement Effective Date (in such capacity, together with its successors and
assigns, the "L/C Issuer") and WELLS FARGO BANK, National Association, as
administrative and collateral agent for the Lenders, Swingline Lender and L/C
Issuer (herein, in such capacity, called the "Agent Bank" and, together with the
Lenders, Swingline Lender and L/C Issuer collectively referred to as the
"Banks").

    


    R E C I T
A L S:

    


    WHEREAS:

     

    A.           In
this Credit Agreement all capitalized words and terms shall have the respective
meanings and be construed herein as hereinafter provided in Section 1.01 of this
Credit Agreement and shall be deemed to incorporate such words and terms as a
part hereof in the same manner and with the same effect as if the same were
fully set forth.

     

    B.           Borrower
owns and operates the Atlantis Hotel & Casino and is a wholly owned
subsidiary of MCRI.  On or about February 20, 2004, Borrower and MCRI
entered into a credit agreement (as amended, the "Existing Credit Agreement")
with certain banks, as lenders, described in the Existing Credit Agreement (each
individually an "Existing Lender" and collectively the "Existing Lenders") under
the terms of which Existing Lenders established a reducing revolving line of
credit in favor of Borrower and MCRI in the amount of Fifty Million Dollars
($50,000,000.00) (as amended, the "Existing Bank Loan") as evidenced by a
Revolving Credit Promissory Note of even date therewith (the "Existing Note")
executed by Borrower and payable to the order of WFB, as agent for the Existing
Lenders.

     

    C.           The
Borrower desires to amend, restate and increase the aggregate amount of the
Existing Bank Loan, Existing Credit Agreement and Existing Note to refinance
certain other Indebtedness owing by Borrower and to provide for the working
capital and general corporate needs of the Borrower.


    
      
        
        

      

      
         


        
          

        

      

      
        
        

      

    


    D.           Banks
are willing, subject to the terms, covenants and conditions hereinafter set
forth, to amend, restate and increase the aggregate amount of the Existing Bank
Loan and establish the Credit Facility in the initial principal amount of Sixty
Million Dollars ($60,000,000.00), subject to increase up to Seventy-Five Million
Dollars ($75,000,000.00) in accordance with the provisions set forth in Section
2.01(e), including the Swingline Facility to be funded by the Swingline Lender,
as a subfacility in the maximum aggregate amount of Four Million Dollars
($4,000,000.00) at any time outstanding and a letter of credit subfacility for
the issuance of Letters of Credit up to the maximum aggregate amount of Two
Million Five Hundred Thousand Dollars ($2,500,000.00) at any time outstanding,
all on the terms and subject to the conditions, covenants and understandings
hereinafter set forth and contained in each of the Loan Documents.

     

    NOW, THEREFORE, in consideration of the
foregoing, and other valuable considerations as hereinafter described, the
parties hereto do promise, covenant and agree as follows:

     

    1.

    DEFINITIONS

     

    1.1.        Definitions.  For
the purposes of this Credit Agreement, each of the following terms shall have
the meaning specified with respect thereto, unless a different meaning clearly
appears from the context:

     

    "Acquisition" means any transaction, or
any series of related transactions, consummated after the Restatement Effective
Date, by which the Borrower directly or indirectly acquires (i) any real
property, (ii) any New Venture or any ongoing business, or (iii) all or
substantially all of the assets of any firm, partnership, joint venture, limited
liability company, corporation or division thereof, whether through purchase of
assets, merger or otherwise.

    


    "Adjacent Driveway Property" shall mean
the leasehold interest of Borrower in that portion of the Hotel/Casino Property
which is designated as Parcel 2 on Schedule A attached hereto and incorporated
by reference herein, which leasehold interest is evidenced by the Adjacent
Driveway Lease.

    


    "Adjacent Driveway Lease" shall mean
that certain Lease Agreement and Option to Purchase dated January 29, 2004, by
and between BLILP, as lessor, and Borrower, as lessee, pursuant to which, among
other things, Borrower is granted a leasehold interest in, and an option to
purchase, the Adjacent Driveway Property.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    "Adjacent Driveway Estoppel" shall mean
the Estoppel Certificate executed as of the Closing Date, by Biggest Little City
Investments L.P., a Delaware limited partnership, and recorded on February 20,
2004 in the Official Records of Washoe County, Nevada, as Document No. 2996371,
pursuant to which: (a) it certified and represented to Agent Bank that the
Adjacent Driveway Lease represents the entire agreement between the parties
thereto with respect to the Adjacent Driveway Property and supercedes all other
previous documents and agreements between them, that the Adjacent Driveway Lease
had not been modified, supplemented or amended except as set forth therein and
that there are no defaults existing or continuing under any of the provisions of
the Adjacent Driveway Lease; and (b) other agreements are made regarding notice
to Agent Bank in the event of a default under this Adjacent Driveway Lease,
Agent Bank's right to cure and the rights of the Banks and their successors to
continue in possession of the Adjacent Driveway Property.

    


    "Adjusted EBITDA" shall mean EBITDA
less MCRI Corporate Overhead Allocation for the period under review to the
extent not deducted from Net Income in the determination of EBITDA.

    


    "Affiliate", as applied to any Person,
means any other Person directly or indirectly controlling, controlled by, or
under common control with, that Person.  For the purposes of this
definition, "control" (including, with correlative meanings, the terms
"controlling", "controlled by" and "under common control with"), as applied to
any Person, means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of that Person, whether
through the ownership of voting securities or by contract or
otherwise.

    


    "Agent Bank" shall mean WFB in its
capacity as administrative and collateral agent for Lenders, Swingline Lender
and L/C Issuer.

    


    "Aggregate Commitment" shall mean
reference to the aggregate amount committed by Lenders for advance to or on
behalf of the Borrower as Borrowings under the Credit Facility in the initial
principal amount of Sixty Million Dollars ($60,000,000.00), subject to increase
in the amount of up to an additional Fifteen Million Dollars ($15,000,000.00) as
provided in Section 2.01(e), in each case as may be reduced from time to time by
(i) Scheduled Reductions, (ii) Voluntary Permanent Reductions, and/or (iii)
Mandatory Commitment Reductions.

    


    "Aggregate Commitment Reduction
Schedule" shall mean the schedule setting forth the amount of the Scheduled
Reductions as of each Reduction Date under the Credit Facility, which schedule
shall be: (i) the Aggregate Commitment Reduction Schedule marked "Schedule
2.01(c)", affixed hereto and by this reference incorporated herein and made a
part hereof, or (ii) in the event of occurrence of a Commitment Increase, the
Aggregate Commitment Reduction Schedule - Alternate One marked "Schedule 2.01(c)
- Alternate One", affixed hereto and by this reference incorporated herein and
made part hereof to be completed by Agent Bank and distributed to Borrower and
each of the Lenders, evidencing the amount of each Scheduled Reduction following
the applicable Commitment Increase Effective Date.  In each instance
of a Commitment Increase, the amount of the level Scheduled Reductions shall be
proportionately adjusted so that the unpaid balance of principal at the Maturity
Date is no greater than 62.5% of the sum of the Commitment Increase, plus the
amount of any prior Commitment Increase, plus Sixty Million Dollars
($60,000,000.00).


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    "Aggregate Outstandings" shall mean
collective reference to the sum of the Funded Outstandings, Swingline
Outstandings and L/C Exposure as of any given date of
determination.

    


    "Applicable Margin" means for any Base
Rate Loan or LIBOR Loan, the applicable percentage amount to be added to the
Base Rate or LIBO Rate, as the case may be, as follows: (i) commencing on the
Restatement Effective Date and continuing until June 1, 2009, the Applicable
Margins as calculated on the Closing Pricing Certificate to be delivered by
Borrower to Agent Bank on the Restatement Effective Date pursuant to Section
3.17(b); provided that in no event shall the Base Rate Margin or the LIBO Rate
Margin be less than 3.125% during the period commencing on the Restatement
Effective Date and continuing until June 1, 2009; and (ii) commencing on June 1,
2009 and continuing on each Rate Adjustment Date until Bank Facility
Termination, the margin rates as set forth in Table One below in each instance
based on the Total Leverage Ratio calculated with regard to the Borrower as of
each Fiscal Quarter end, commencing with the Fiscal Quarter ending March 31,
2009, together with the immediately preceding three (3) Fiscal Quarters on a
four (4) Fiscal Quarter basis:

    


    
      
        
          
            
              
                
                  	 
      	 	
                          TABLE
      ONE

                        	 	 	
                          TABLE
      TWO

                        	 
	
                           

                           

                          Total
      Leverage Ratio

                        	 	
                          
                          

                          Base
      Rate

                          Margin

                        	 	 	
                          LIBO

                          Rate

                          Margin

                        	 	 	
                          
                          

                          Commitment

                          Percentage

                        	 
	
                          Greater
      than or equal to 2.50 to 1.00

                        	 	 	3.375	%	 	 	3.375	%	 	 	0.80	%
	
                          Greater
      than or equal to 2.00 to 1.00 but less than 2.50 to 1.00

                        	 	 	3.125	%	 	 	3.125	%	 	 	0.750	%
	
                          Greater
      than or equal to 1.50 to 1.0 but less than 2.00 to 1.00

                        	 	 	2.875	%	 	 	2.875	%	 	 	0.625	%
	
                          Greater
      than or equal to 1.00 to 1.0 but less than 1.50 to 1.00

                        	 	 	2.375	%	 	 	2.375	%	 	 	0.50	%
	
                          Less
      than 1.00 to 1.00

                        	 	 	2.00	%	 	 	2.00	%	 	 	0.40	%


                

              

            

          

        

      

    

    


    "Assets" shall mean the total assets of
the Borrower determined in accordance with GAAP.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    "Assignment and Assumption Agreement"
shall mean the document evidencing an assignment of a Syndication Interest by
any Lender to an Eligible Assignee in the form of the Assignment, Assumption and
Consent Agreement marked "Exhibit M", affixed hereto and by this reference
incorporated herein and made a part hereof.

    


    "Assignment of Rents" shall mean
collective reference to the Existing Assignment of Rents as amended by the First
Amendment to Assignment of Rents, as it may be further amended, modified,
extended, renewed or restated from time to time.

    


    "Assumption and Consent Agreement"
shall mean the document evidencing an increase of the Aggregate Commitment and
assumption of such increase by a Lender or Eligible Assignee pursuant to Section
2.01(e) in the form of the Assumption and Consent Agreement marked "Exhibit L",
affixed hereto and by this reference incorporated herein and made a part
hereof.

    


    "Authorized Officer(s)" shall mean
those of the respective officers of Borrower whose signatures and incumbency
shall have been certified to Agent Bank and the Banks as required in Section
3.05(iv) of the Credit Agreement with the authority and responsibility to
deliver Notices of Borrowing, Continuation/Conversion Notices, Pricing
Certificates, Compliance Certificates and all other requests, notices, reports,
consents, certifications and authorizations on behalf of Borrower.

    


    "Authorized Officer Certificate" shall
have the meaning set forth in Section 3.05.

    


    "Available Borrowings" shall mean, at
any time, and from time to time, the aggregate amount available to Borrower for
a Borrowing, a Swingline Advance or issuance of a Letter of Credit not exceeding
the amount of the Maximum Availability, as of each date of
determination.

    


    "Bank Facilities" shall mean collective
reference to the Credit Facility, Swingline Facility and L/C
Facility.

    


    "Bank Facility Termination" shall mean
indefeasible payment in full of all sums owing under the Bank Facilities and
each of the Loan Documents, the occurrence of the Stated Expiry Date or other
termination of all outstanding Letters of Credit, and the irrevocable
termination of: (i) the obligation of Lenders to advance Borrowings under the
Credit Facility, (ii) the obligation of Swingline Lender to advance Swingline
Advances under the Swingline Facility, and (iii) the obligation of L/C Issuer to
issue Letters of Credit under the L/C Facility.

    


    "Banking Business Day" means (a) with
respect to any Borrowing, payment or rate determination of LIBOR Loans, a day,
other than a Saturday or Sunday, on which Agent Bank is open for business in San
Francisco and on which dealings in Dollars are carried on in the London
interbank market, and (b) for all other purposes any day excluding Saturday,
Sunday and any day which is a legal holiday under the laws of the States of
California and/or Nevada, or is a day on which banking institutions located in
California and/or Nevada are required or authorized by law or other governmental
action to close.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    "Bankruptcy Code" shall mean the United
States Bankruptcy Code, as amended, 11 U.S.C. Section 101, et seq.

    


    "Banks" shall have the meaning set
forth in the Preamble to this Credit Agreement.

    


    "Base Rate" shall mean, on any day, the
greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate
for such day plus one and one-half
percent (1.50%) and (c) one (1) month LIBO Rate for such day (determined on a
daily basis as set forth below) plus one and one-half
percent (1.50%).  As used in this definition, "One Month LIBOR Rate"
shall mean, with respect to any interest rate calculation for a Base Rate Loan
or other Obligation bearing interest at the Base Rate, a rate per annum equal to the
quotient (rounded upward if necessary to the nearest 1/16 of one percent) of (a)
the rate per annum
referred to as the BBA (British Bankers Association) LIBO RATE as reported on
Reuters LIBOR Page 1, or if not reported by Reuters, as reported by any service
selected by the Agent Bank, on the applicable day (provided that if such day is
not a Banking Business Day for which a LIBO Rate is quoted, the next preceding
Banking Business Day for which a LIBO Rate is quoted) at or about 11:00 a.m.,
London time (or as soon thereafter as practicable), for Dollar deposits being
delivered in the London interbank eurodollar currency market for a term of one
month commencing on such date of determination, divided by (b) one
(1) minus the LIBOR Reserve Percentage in effect on such day.  If for
any reason rates are not available as provided in clause (a) of the preceding
sentence, the rate to be used in clause (a) shall be, at the Agent Bank’s
discretion (in each case, rounded upward if necessary to the nearest 1/16 of one
percent), (i) the rate per
annum at which Dollar deposits are offered to the Agent Bank in the
London interbank eurodollar currency market or (ii) the rate at which Dollar
deposits are offered to the Agent Bank in, or by the Agent Bank to major banks
in, any offshore interbank eurodollar market selected by the Agent Bank, in each
case on the applicable day (provided that if such day is not a Banking Business
Day for which Dollar deposits are offered to the Agent Bank in the London
interbank eurodollar currency market, the next preceding Banking Business Day
for which Dollar deposits are offered to the Agent Bank in the London interbank
eurodollar currency market) at or about 11:00 a.m., London time (or as soon
thereafter as practicable) (for delivery on such date of determination) for a
one (1) month term.

    


    "Base Rate Loan" shall mean reference
to that portion of the unpaid principal balance of the Credit Facility bearing
interest with reference to the Base Rate plus the Applicable
Margin.

    


    "BLILP" shall mean Biggest Little
Investments L.P., a Delaware limited partnership.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    "Borrower" shall mean Golden Road Motor
Inn, Inc., a Nevada corporation.

    


    "Borrowing(s)" shall mean such amounts
as Borrower may request from Agent Bank from time to time to be advanced under
the Credit Facility by Notice of Borrowing in the manner provided in Section
2.03 or at the request of Agent Bank pursuant to Section 2.08 or Section
2.09.

    


    "Breakage Charges" shall have the
meaning set forth in Section 2.07(c) of the Credit Agreement.

    


    "Capital Expenditures" shall mean, for
any period, without duplication, the aggregate of all expenditures (whether paid
in cash or accrued as liabilities during that period and including Capitalized
Lease Liabilities) by Borrower during such period that, in conformity with GAAP,
are required to be included in or reflected by the property, plant or equipment
or similar fixed or capital asset accounts reflected in the balance sheet of
Borrower (including equipment which is purchased simultaneously with the
trade-in of existing equipment owned by Borrower to the extent of (a) the gross
amount of such purchase price less (b) the cash
proceeds of trade-in credit of the equipment being traded in at such time), but
excluding capital expenditures made in connection with the replacement or
restoration of assets, to the extent reimbursed or refinanced from insurance
proceeds paid on account of the loss of or damage to the assets being replaced
or restored, or from awards of compensation arising from the taking by
condemnation of or the exercise of the power of eminent domain with respect to
such assets being replaced or restored.

    


    "Capital Proceeds" shall mean the Net
Proceeds available to Borrower from (i) partial or total condemnation, eminent
domain or destruction of any part of the Collateral or by settlement in lieu of
condemnation or eminent domain proceedings, (ii) insurance proceeds (other than
rent insurance and business interruption insurance) received in connection with
damage to or destruction of the Collateral, (iii) the sale or other disposition
of any portion of the Collateral in accordance with the provisions of this
Credit Agreement (not including, however, any proceeds received by Borrower from
a sale, condemnation, damage or destruction of FF&E or other personal
property if such FF&E or other personal property is replaced by items of
equivalent value or utility, in each case such exclusion to apply only during
any period in which no Default in the payment of any principal or interest owing
under the terms of the Bank Facilities or an Event of Default has occurred and
is continuing), and (iv) any other extraordinary receipt of proceeds not in the
ordinary course of business and treated, for accounting purposes, as capital in
nature, other than capital contributions made by MCRI to the
Borrower.

    


    "Capitalized Lease Liabilities" means
all monetary obligations of the Borrower under any leasing or similar
arrangement which, in accordance with GAAP, would be classified as capitalized
leases, and, for purposes of this Credit Agreement, the amount of such
obligations shall be the capitalized amount thereof, determined in accordance
with GAAP, and the stated maturity thereof shall be the date of the last payment
of rent or any other amount due under such lease prior to the first date upon
which such lease may be terminated by the lessee without payment of a
penalty.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    "Cash" shall mean, when used in
connection with any Person, all monetary and non-monetary items owned by that
Person that are treated as cash in accordance with GAAP.

    


    "Cash Collateral Account" shall mean
the restricted depository savings account to be established by Borrower or Agent
Bank on behalf of Borrower with Agent Bank at its offices located at 5340
Kietzke Lane, Suite 201, Reno, Nevada, or at such other office located in the
United States as may be designated from time to time by Agent Bank, for the
purpose of depositing Cash collateral for (i) the aggregate L/C Exposure upon
the occurrence of any Event of Default, or (ii) all or a portion of a
Deteriorating Lender's obligation to fund under Section 2.09(c) or (d) with
respect to its Pro Rata Share of L/C Exposure, or (iii) all or a portion of a
Deteriorating Lender's Pro Rata Share of risk participation in Swingline
Advances under Section 2.08(d) or (e).

    


    "Cash Collateral Pledge Agreement"
shall mean the Pledge and Assignment of Savings Account Agreement to be executed
by Borrower as of the Restatement Effective Date in favor of Agent Bank on
behalf of the L/C Issuer and Swingline Lender as the same may be amended or
modified from time to time under the terms of which all sums held from time to
time in the Cash Collateral Account are pledged in favor of Agent Bank to secure
repayment of (i) any funding required under any outstanding Letters of Credit
following an Event of Default, or (ii) all or a portion of a Deteriorating
Lender's obligation to fund under Section 2.09(c) or (d) with respect to its Pro
Rata Share of L/C Exposure, or (iii) all or a portion of a Deteriorating
Lender's Pro Rata Share of risk participation in Swingline Advances under
Section 2.08(d) or (e), a copy of the form of which Cash Collateral Pledge
Agreement is marked "Exhibit N", affixed hereto and by this reference
incorporated herein and made a part hereof.

    


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

    


    (a)           Government
Securities due within one (1) year after the date of the making of the
Investment;

    


    (b)           readily
marketable direct obligations of any State of the United States of America given
on the date of such Investment a credit rating of at least Aa by Moody's
Investors Service, Inc. or AA by Standard & Poor's Corporation, in each case
due within one (1) year from the making of the Investment;

    


    (c)           certificates
of deposit issued by, bank deposits in, eurodollar deposits through, bankers'
acceptance of, and repurchase agreements covering Government Securities executed
by, any bank incorporated under the laws of the United States of America or any
State thereof and having on the date of such Investment combined capital,
surplus and undivided profits of at least Two Hundred Fifty Million Dollars
($250,000,000.00), or total assets of at least Five Billion Dollars
($5,000,000,000.00), in each case due within one (1) year after the date of the
making of the Investment;


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    (d)           certificates
of deposit issued by, bank deposits in, eurodollar deposits through, bankers'
acceptances of, and repurchase agreements covering Government Securities
executed by any branch or office located in the United States of America of a
bank incorporated under the laws of any jurisdiction outside the United States
of America having on the date of such Investment combined capital, surplus and
undivided profits of at least Five Hundred Million Dollars ($500,000,000.00), or
total assets of at least Fifteen Billion Dollars ($15,000,000,000.00) in each
case due within one year after the date of the making of the Investment;
and

    


    (e)           "money
market preferred stock" issued by a corporation incorporated under the laws of
the United States of America or any State thereof given on the date of such
Investment a credit rating of at least Aa by Moody's Investors Service, Inc. or
AA by Standard & Poor's Corporation, in each case having an investment
period not to exceed fifty (50) days; provided that (i) the
amount of all such Investments issued by the same issuer does not exceed Five
Million Dollars ($5,000,000.00) and (ii) the aggregate amount of all such
Investments does not exceed Fifteen Million Dollars
($15,000,000.00).

    


    "CC Skybridge" shall mean a collective
reference to: (i) the elevated pedestrian walkway which extends, from Parcel 1
of the Hotel/Casino Property to the CC Skybridge Tower, over and across Peckham
Lane and the north parking lot of the Convention Center Property to the Reno
Sparks Convention Center; (ii) the CC Skybridge Tower; and (iii) all elevators,
escalators, support columns, landscaping, paving and other facilities and
fixtures which are related to the foregoing, all as particularly set forth by
the CC Skybridge Agreement.  

    


    "CC Skybridge Agreement" shall mean
that certain Atlantis Convention Center Skybridge Agreement and Easement, dated
May 9, 2007, between RSCVA and Borrower, which was recorded in the Official
Records of Washoe County, Nevada on May 10, 2007, as Document No. 3530942,
pursuant to which, among other things:  (i) RSCVA granted the CC
Skybridge Easements to Borrower; (ii) Borrower granted, to RSCVA, certain access
easements over Parcels 3 through 5 of the Hotel/Casino Property; (iii) Borrower
agreed to construct and operate the CC Skybridge within the applicable CC
Skybridge Easements; and (iv) Borrower agreed that RSCVA would be entitled to
reserve blocks of rooms at the Hotel/Casino Facility for certain types of events
being conducted by RSCVA; all in accordance with the terms and conditions set
forth therein.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    "CC Skybridge Documentation" shall mean
a collective reference to: (i) the CC Skybridge Agreement; and (ii) the CC
Skybridge Peckham Lane Entitlements.

    


    "CC Skybridge Easements" shall mean
certain permanent and temporary easements over the Convention Center Property
which are granted to Borrower by RSCVA, pursuant to the CC Skybridge Agreement,
in order to facilitate Borrower’s construction and operation of the CC
Skybridge, all as more particularly set forth therein.

    


    "CC Skybridge Estoppel" shall mean an
estoppel statement, in a form and substance acceptable to Agent Bank, to be
executed by RSCVA: (i) consenting to encumbrance of Borrower’s interest in the
CC Skybridge, and in the CC Skybridge Agreement, with the lien and security
agreement of the Deed of Trust; (ii) acknowledging that the CC Skybridge
Agreement is in full force and effect and that Borrower is not in default of any
of its material obligations thereunder; and (iii) providing such other
assurances as may be required by Agent Bank.

    


    "CC Skybridge Peckham Lane
Entitlements" shall mean the documentation which sets forth the agreement, by
all appropriate Governmental Authorities, authorizing and entitling Borrower to
construct and maintain the CC Skybridge over Peckham Lane in accordance with the
CC Skybridge Agreement.

    


    "CC Skybridge Tower" shall mean the
pedestrian dispersal site for the CC Skybridge, which is situate on the
Convention Center Property, including the dispersal tower, lobby, escalators,
elevators and stairs.

    


    "Change in Control" shall mean the
occurrence of any of the following:

    


    (a)           any
Person, other than members of the Farahi Family Group, owns or controls, more
than fifty percent (50%) of the common voting stock of MCRI; or

    


    (b)           MCRI
fails to own, directly or indirectly, one hundred percent (100%) of the capital
stock interests of Borrower.

    


    "Closing Certificate" shall have the
meaning ascribed to such term in Section 3.05(v).

    


    "Closing Date" shall mean February 20,
2004, the date upon which the Existing Bank Loan closed.

    


    "Closing Disbursements" shall have the
meaning set forth in Section 2.02(a).


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    "Closing Instructions" shall mean the
Closing Instructions to be given by Agent Bank to the Title Insurance Company on
or before the Restatement Effective Date setting forth the requirement of
Lenders for issuance of the Title Policy Endorsements and other conditions for
the occurrence of the Restatement Effective Date.

    


    "Closing Pricing Certificate" shall
have the meaning set forth in Section 3.17(b).

    


    "Collateral" shall mean collective
reference to: (i) all of the Real Property, and all presently owned, or
hereafter acquired, personal property of Borrower (including, without
limitation, the FF&E), and the contract rights, leases, intangibles and
other interests of Borrower, which are subject to the liens and security
interests of the Security Documents; (ii) all rights of Borrower assigned as
additional security pursuant to the terms of the Security Documents; and (iii)
any and all other property and/or intangible rights, interest or benefits
inuring to or in favor of Borrower, which are in any manner assigned, pledged,
encumbered or otherwise hypothecated in favor of Agent Bank on behalf of Lenders
to secure payment of the Bank Facilities.

    


    "Commercial Letter(s) of Credit" shall
mean a letter or letters of credit issued by L/C Issuer pursuant to Section 2.09
of the Credit Agreement for the purpose of assuring payment for goods, equipment
or materials supplied to Borrower.

    


    "Commitment Fee" shall have the meaning
ascribed to such term in Section 2.10(b) of this Credit Agreement.

    


    "Commitment Increase" shall have the
meaning ascribed to such term in Section 2.01(e).

    


    "Commitment Increase Effective Date"
shall mean the date upon which each of the requirements and conditions precedent
for the effectiveness and funding of a Commitment Increase as set forth in
Section 2.01(e) and in Article III C shall have been fully
satisfied.

    


    "Commitment Percentage" shall mean the
per annum percentage to be used in the calculation of the Commitment Fee based
on the Total Leverage Ratio of the Borrower determined as set forth in Table Two
of the definition of Applicable Margin.

    


    "Communications" shall have the meaning
ascribed to such term in Section 10.03.

    


    "Compliance Certificate" shall mean a
compliance certificate as described in Section 5.08(f) which is more
particularly described on "Exhibit E", affixed hereto and by this reference
incorporated herein and made a part hereof.

    


    "Contingent Liability(ies)" shall mean,
as to any Person any obligation of such Person guaranteeing or having the
economic effect of guaranteeing any Indebtedness, leases or dividends ("primary
obligations") of any other Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, any obligation of such
Person, whether or not contingent, (a) to purchase any such primary obligation
or any property constituting direct or indirect security therefor, (b) to
advance or supply funds (i) for the purchase or payment of any such primary
obligation or (ii) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency of the primary
obligor, (c) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation, (d) to make
payment in respect of any net liability arising in connection with any Interest
Rate Hedges, foreign currency exchange agreement, commodity hedging agreement or
any similar agreement or arrangement in any such case if the purpose or intent
of such agreement is to provide assurance that such primary obligation will be
paid or discharged, or that any agreements relating thereto will be complied
with, or that the holders of such primary obligation will be protected (in whole
or in part) against loss in respect thereof or (e) otherwise to assure or hold
harmless the holder of such primary obligation against loss in respect thereof;
provided, however, that the term Contingent Liability shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business or player points programs awarded in connection with gaming operations
at the Hotel/Casino Facility in the ordinary course of business, in the event
such player points programs are determined to constitute Contingent
Liabilities.  The amount of any Contingent Liability shall be deemed
to be an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Liability is made or, if not
stated or determinable, the reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    "Continuation/Conversion Notice" shall
mean a notice of continuation of or conversion to a LIBOR Loan and certificate
duly executed by an Authorized Officer of Borrower, substantially in the form of
that certain exhibit marked "Exhibit D", affixed hereto and by this reference
incorporated herein and made a part hereof.

    


    "Convention Center Property" shall mean
that certain real property owned by RSCVA, which is designated by Washoe County
Assessor’s Parcel No. 025-011-19 and upon which Reno Sparks Convention Center is
situate.

    


    "Convert, Conversion and Converted"
shall refer to a Borrowing at or continuation of a particular interest rate
basis or conversion of one interest rate basis to another pursuant to Section
2.05(c).

    


    "Credit Agreement" shall mean this
Amended and Restated Credit Agreement together with all Schedules and Exhibits
attached thereto, executed by and among Borrower, MCRI and Banks setting forth
the terms and conditions of the Bank Facilities, which shall fully amend and
restate the Existing Credit Agreement, as may be further amended, modified,
extended, renewed or restated from time to time.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    "Credit Facility" shall mean the
agreement of Lenders to fund a reducing revolving line of credit, subject to the
terms and conditions set forth in this Credit Agreement and the Revolving Credit
Note, up to the Aggregate Commitment as reduced from time to time in accordance
with the terms of this Credit Agreement and the Revolving Credit
Note.

    


    "Deed of Trust" shall mean collective
reference to the Existing Deed of Trust as amended by the First Amendment to
Deed of Trust, as it may be further amended, modified, extended, renewed or
restated from time to time.

    


    "Default" shall mean the occurrence or
non-occurrence, as the case may be, of any event that with the giving of notice
or passage of time, or both, would become an Event of Default.

    


    "Default Rate" shall have the meaning
set forth in Section 2.11(b).

    


    "Defaulting Lender" means any Lender
which fails or refuses to perform its obligations under this Credit Agreement
within the time period specified for performance of such obligation or, if no
time frame is specified, if such failure or refusal continues for a period of
five (5) Banking Business Days after notice from Agent Bank.

    


    "Designated Deposit Account" shall mean
a deposit account to be maintained by Borrower with Agent Bank, as from time to
time designated in writing by an Authorized Officer of Borrower.

    


    "Deteriorating Lender" shall mean (a) a
Defaulting Lender or (b) an Unsuitable Lender or (c) a Lender as to which (i)
the L/C Issuer or Swingline Lender (as applicable) has a good faith belief that
such Lender has defaulted in fulfilling its obligations under one or more other
syndicated credit facilities or (ii) an entity that controls such Lender has
been deemed insolvent or becomes subject to a receivership, bankruptcy or other
similar proceeding. For the purpose of this definition, "control" of a Lender
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of its management or policies, whether through the ownership
of voting securities, by contract or otherwise.

    


    "Disposition" shall have the meaning
ascribed to such term in Section 6.09(c).

    


    "Dispute" shall have the meaning set
forth in Section 10.14(a).

    


    "Distribution Carryover" shall have the
meaning ascribed to such term in Section 6.06(b).

    


    "Distributions" shall mean and
collectively refer to any and all cash dividends, loans, management fees,
payments, advances or other distributions, fees or compensation of any kind or
character whatsoever made by Borrower to or for the benefit of MCRI, any
Subsidiary or Affiliate thereof or any member of the Farahi Family Group, but
shall not include consideration paid for tangible and intangible assets in an
arms length exchange for fair market value, trade payments made and other
payments for liabilities incurred in the ordinary course of business or
compensation to officers, directors and employees of Borrower in the ordinary
course of business.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    "Documents" shall have the meaning set
forth in Section 10.14(a).

    


    "Dollars" and "$" means the lawful
money of the United States of America.

    


    "EBITDA" shall mean with reference to
any Person, for any fiscal period under review, the sum of (i) Net Income for
that period, less (ii) interest income reflected in such Net Income, less (iii)
any extraordinary one-time non-Cash gain reflected in such Net Income, plus (iv)
any extraordinary losses on sales of assets and other extraordinary losses and
one-time non-Cash charges, plus (v) Interest Expense (including expensed and
capitalized) for that period, plus (vi) the aggregate amount of federal and
state taxes on or measured by income for that period (whether or not payable
during that period), plus (vii) depreciation, amortization and all other
non-cash expenses for that period, including, without limitation, non-cash stock
option expenses, in each case determined in accordance with GAAP and, in the
case of items (iv), (v), (vi) and (vii), only to the extent deducted in the
determination of Net Income for that period.

    


    "Eligible Assignee" means (a) another
Lender, (b) with respect to any Lender, any Affiliate of that Lender and (c) any
commercial bank having a combined capital and surplus of One Hundred Fifty
Million Dollars ($150,000,000.00) or more that is (i) organized under the Laws
of the United States of America, any State thereof or the District of Columbia
or (ii) organized under the Laws of any other country which is a member of the
Organization for Economic Cooperation and Development, or a political
subdivision of such a country, provided that (A)
such bank is acting through a branch or agency located in the United States of
America and (B) is otherwise exempt from withholding of tax on interest and
delivers Form 1001 or Form 4224 at the time of any assignment, (d) a financial
institution which is an accredited investor as defined by the Securities Act of
1934 and is otherwise exempt from withholding tax on interest at the time of any
assignment, (e) any other financial institution that meets the requirements set
forth in subclauses (c)(i) or (c)(ii) above that (i) has a net worth of One
Hundred Fifty Million Dollars ($150,000,000.00) or more, (ii) is engaged in the
business of lending money and extending credit under credit facilities
substantially similar to those extended under this Credit Agreement, and (iii)
is operationally and procedurally able to meet the obligations of a Lender
hereunder to the same degree as a commercial bank, and (f) with respect to such
commercial bank or financial institution as described in (a) through (e) above,
no finding of unsuitability has been made or determined by any Gaming Authority
or the gaming authorities of any other States of the United States of
America.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    "Environmental Certificate" shall mean
the Certificate and Indemnification Regarding Hazardous Substances to be
executed by Borrower on or before the Restatement Effective Date as a further
inducement to the Banks to establish the Credit Facility, as it may be amended,
modified, extended, renewed or restated from time to time.

    


    "Equipment Leases and Contracts" shall
mean the executed leases and purchase contracts pertaining to the FF&E
wherein Borrower is the lessee or vendee, as the case may be, as set forth on
that certain schedule marked "Schedule 4.16", affixed hereto and by this
reference incorporated herein and made a part hereof.

    


    "ERISA" shall mean the Employee
Retirement Income Security Act of 1974, as amended from time to
time.

    


    "Event of Default" shall mean any event
of default as defined in Section 7.01 hereof.

    


    "Excess Capital Proceeds" shall have
the meaning ascribed to such term in Section 6.09(c) of this Credit
Agreement.

    


    "Existing Assignment of Rents" shall
mean the Assignment of Entitlements, Contracts, Rents and Revenues executed by
Borrower as of February 20, 2004 and recorded February 20, 2004, in the Official
Records of Washoe County, Nevada, as Document No. 2996369, whereby Borrower
presently assigned to Agent Bank in consideration of the Existing Bank Loan, as
it may be amended, modified, extended, renewed or restated from time to time,
(reserving a revocable license to retain use and enjoy):  (a) all of
its right, title and interest under all Spaceleases and Equipment Leases and
Contracts relating to the Hotel/Casino Facility, (b) all of its right, title and
interest in and to all permits, licenses and contracts relating to the
Hotel/Casino Facility, except Gaming Permits and those permits, licenses and
contracts which are unassignable, and (c) all rents, issues, profits, revenues
and income from the Real Property and the Hotel/Casino Facility and any other
business activity conducted on the Real Property, together with any and all
future expansions thereof, related thereto or used in connection
therewith.

    


    "Existing Bank Loan" shall have the
meaning ascribed to such term in Recital Paragraph B.

    


    "Existing Bank Loan Security Documents"
shall mean collective reference to all pledges, security agreements, mortgages,
deeds of trust, financing statements and other documents and instruments
securing repayment of the Existing Bank Loan.

    


    "Existing Credit Agreement" shall have
the meaning ascribed to such term in Recital Paragraph B.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    "Existing Deed of Trust" shall mean the
Deed of Trust, Fixture Filing and Security Agreement with Assignment of Rents
executed as of the Closing Date by Borrower in favor of Agent Bank and recorded
on February 20, 2004, in the Official Records of Washoe County, Nevada as
Document No. 2996368, encumbering the Real Property, the FF&E and other
Collateral therein described, for the purpose, among other things, of securing
the Existing Bank Loan, as it may be amended, modified, extended, renewed or
restated from time to time.

    


    "Existing Lender(s)" shall have the
meaning ascribed to such term in Recital Paragraph B.

    


    "Existing Note" shall have the meaning
ascribed to such term in Recital Paragraph B.

    


    "Existing Title Insurance Policy" shall
mean the ALTA Loan Policy of Title Insurance issued by the Title Insurance
Company, as Policy No. G47-2406164, dated as of February 20, 2004, together with
the endorsements which were issued concurrently therewith, with such policy and
endorsements providing coverage in the aggregate amount of Fifty Million Dollars
($50,000,000.00), insuring the Existing Deed of Trust as a first priority
mortgage lien encumbering the Real Property subject only to the exceptions shown
therein.

    


    "Existing Trademark Security Agreement"
shall mean the Trademark Security Agreement which was executed by Borrower under
date of February 20, 2004 for the purpose, among other things, of granting a
security interest in favor of Agent Bank in all trademarks, tradenames,
copyrights, servicemarks, and interests therein (including, without limitation,
licenses) used in connection with the Hotel/Casino Facility, as security for,
among other things, Borrower’s payment and performance under the Existing Bank
Loan.

    


    "Farahi" shall mean collective
reference to John Farahi, Bahram (Bob) Farahi and Behrouz (Ben)
Farahi.

    


    "Farahi Family Group" shall mean
collective reference to Farahi, Jila Farahi Trust created by agreement dated May
20, 2002, and their respective children, grandchildren, executors,
administrators, testamentary trustees, heirs, legatees and
beneficiaries.

    


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


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    "Fee Side Letter" shall mean the Side
Letter of Understanding Regarding Fees to be executed by and between Borrower
and Agent Bank on or before the Restatement Effective Date concerning payment of
the Agent Fees more particularly therein described.

    


    "FF&E" shall mean collective
reference to any and all furnishings, fixtures and equipment, including, without
limitation, all Gaming Devices and associated equipment, which have been
installed or are to be installed and used in connection with the operation of
the Hotel/Casino Facility and in connection with any other business operation
conducted on the Real Property and those items of furniture, fixtures and
equipment which have been purchased or leased or are hereafter purchased or
leased by Borrower in connection with the Hotel/Casino Facility and in
connection with any other business operation conducted on the Real
Property.

    


    "Financial Covenants" shall mean
collective reference to the financial covenants set forth in Article VI of this
Credit Agreement.

    


    "Financing Statements" shall mean a
collective reference to: (i) the UCC-1 Financing Statement filed in the Official
Records of Washoe County, Nevada on February 20, 2004, as Document No. 2996370,
for the purpose of perfecting the security interest in applicable collateral
which was initially granted by the Existing Deed of Trust, together with the UCC
Amendment Statement to be filed substantially concurrent with the Restatement
Effective Date; and (ii) the UCC-1 Financing Statement filed in the Office of
the Nevada Secretary of State on December 17, 2004 under File No. 2004005323-9,
together with the UCC Amendment Statement to be filed substantially concurrent
with the Restatement Effective Date; all of which perfect the security interest
granted to Agent Bank under the Deed of Trust and other Security Documentation
in accordance with requirements of the Nevada Uniform Commercial Code, as such
financing statements may be amended, modified, extended, renewed or restated
from time to time. 

    


    "FIRREA" shall mean the Financial
Institutions Reform, Recovery and Enforcement Act of 1989.

    


    "First Amendment to Assignment of
Rents" shall mean that certain First Amendment to Assignment of Entitlements,
Contracts, Rents and Revenues which is to be executed by Borrower and by Agent
Bank, on or before the Restatement Effective Date, and is to be recorded in the
Official Records of Washoe County, Nevada, concurrently, or substantially
concurrent, with the Restatement Effective Date in order to amend the Existing
Assignment of Entitlements, Contracts, Rents and Revenues for the purpose, among
other things, of reflecting: (i) Borrower's acquisition of the CC Skybridge
Easements; and (ii) the restatement of the Existing Bank Loan and increase in
the amount of the Credit Facility as set forth in the Credit Agreement.



    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    "First Amendment to Deed of Trust"
shall mean that certain First Amendment to Deed of Trust, Fixture Filing and
Security Agreement with Assignment of Rents and Notice of Additional Commitment
which is to be executed by Borrower and by Agent Bank, on or before the
Restatement Effective Date, and is to be recorded in the Official Records of
Washoe County, Nevada, concurrently, or substantially concurrent, with the
Restatement Effective Date in order to amend the Existing Deed of Trust for the
purpose, among other things, of causing it to additionally encumber the CC
Skybridge Easements and confirming that it secures Borrower’s payment and
performance under the Credit Facility. 

    


    "First Amendment to Trademark Security
Agreement" shall mean the First Amendment to Trademark Security Agreement to be
executed by Borrower as of the Restatement Effective Date in order to amend the
Existing Trademark Security Agreement for the purpose, among other things, of
confirming its security for payment and performance of the Bank Facilities and
reflecting the increase in the amount of the Credit Facility as set forth in the
Credit Agreement. 

    


    "Fiscal Quarter" shall mean the
consecutive three (3) month periods during each Fiscal Year beginning on January
1, April 1, July 1 and October 1 and ending on March 31, June 30, September 30
and December 31, respectively.

    


    "Fiscal Year" shall mean the fiscal
year period beginning January 1 of each calendar year and ending on the
following December 31.

    


    "Fiscal Year End" shall mean December
31 of each calendar year.

    


    "Fixed Charge Coverage Ratio" as of the
end of any Fiscal Quarter shall mean with reference to the
Borrower:

    


    For the
Fiscal Quarter under review, together with the most recently ended three (3)
preceding Fiscal Quarters, the sum of: (i) Adjusted EBITDA, less (ii) the
aggregate amount of Distributions (exclusive of the Distributions made for the
purpose of funding Share Repurchases during the Fiscal Quarters ended March 31,
2008 and June 30, 2008) actually paid, without duplication, less (iii) the
aggregate amount of actually paid federal and state taxes on or measured by
income, less (iv) the aggregate amount of the Maintenance Capital Expenditures,
less (v) the aggregate amount expended on the Remodel Projects to be applied as
a credit toward the Minimum Maintenance Cap Ex Requirement


    
      
        
        

      

      
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    Divided
by ( ̧)

    


    The sum
of: (i) the aggregate amount of Interest Expense (accrued and capitalized), plus
(ii) the aggregate of the Scheduled Reduction Payments actually paid during the
period under review, plus (iii) the aggregate of payments required to be made on
all other interest bearing Indebtedness, plus (iv) the aggregate of payments
required to be made on Capitalized Lease Liabilities, in each instance
determined for the Fiscal Quarter under review together with the most recently
ended three (3) preceding Fiscal Quarters.

    


    "Funded Outstandings" shall mean the
unpaid principal amount outstanding on the Credit Facility as of any given date
of determination for Borrowings made thereunder, not including Swingline
Outstandings or the amount of any L/C Exposure.

    


    "Funding Date" shall mean each date
upon which Lenders fund Borrowings requested by Borrower in accordance with the
provisions of Section 2.03 or at the request of Agent Bank pursuant to Section
2.08 or 2.09.

    


    "GAAP" means generally accepted
accounting principles set forth in the opinions and pronouncements of the
Accounting Principles Board and the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board, or in such other statements by such other entity as may be in
general use by significant segments of the accounting profession, which are
applicable to the circumstances as of the date of determination.

    


    "Gaming Devices" shall mean slot
machines and other devices which constitute gaming devices and related equipment
as defined in Nevada Revised Statute Chapter 463 and Nevada Gaming Commission
Regulations by the Nevada Gaming Authorities and Gaming Laws.

    


    "Gaming Laws" shall mean all statutes,
rules, regulations, ordinances, codes and administrative or judicial precedents
pursuant to which any Gaming Authority possesses regulatory licensing or permit
authority over gambling, gaming or casino activities conducted by Borrower at
the Hotel/Casino Facility, including the Nevada Gaming Control Act and
regulations promulgated thereunder.

    


    "Gaming Permits" shall mean collective
reference to every license, permit or other authorization required to own,
operate and otherwise conduct gambling, gaming and casino activities at the
Hotel/Casino Facility, including, without limitation, all licenses granted by
the Nevada Gaming Authorities.


    
      
        
        

      

      
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    "Gaming Revenues" shall mean all income
and revenues of Borrower derived from gaming and gambling activities which are
subject to taxation by the Nevada Gaming Authorities.

    


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

    


    "Governmental Authority" or
"Governmental Authorities" shall mean any federal, state, regional, county or
municipal governmental agency, board, commission, officer or official in the
United States of America whose consent or approval is required or whose
regulations must be followed as a prerequisite to (i) the continued operation
and occupancy of the Real Property and the Hotel/Casino Facility or (ii) the
performance of any act or obligation or the observance of any agreement,
provision or condition of whatever nature herein contained.

    


    "Gross Revenues" shall mean all income
and revenues of Borrower at the Hotel/Casino Facility from all
sources.

    


    "Guarantor" shall mean
MCRI.

    


    "Guaranty" shall mean the General
Continuing Guaranty to be executed by MCRI in favor of the Agent Bank on behalf
of Banks, under the terms of which MCRI irrevocably and unconditionally
guaranties to Agent Bank on behalf of the Banks the full and prompt payment and
performance of all Obligations, a copy of the form of which is marked "Exhibit
I", affixed hereto and by this reference incorporated herein and made a part
hereof, as the same may be amended, modified, supplemented, replaced, renewed or
restated from time to time.

    


    "Hazardous Materials Laws" shall have
the meaning ascribed to such term in the Environmental Certificate.

    


    "Hedge Termination Value" shall mean,
in respect of any one or more Interest Rate Hedges, after taking into account
the effect of any legally enforceable netting agreement relating to such
Interest Rate Hedges, (a) for any date on or after the date such Interest Rate
Hedges 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 Interest Rate Hedges, as determined by the Agent Bank based
upon one or more mid-market or other readily available quotations provided by
any recognized dealer in such Interest Rate Hedges which may include any
Lender.


    
      
        
        

      

      
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    "Hotel/Casino Facility" shall mean
collective reference to the Real Property, the improvements located thereon and
the hotel and casino business and related activities conducted on the Real
Property.

    


    "Hotel/Casino Property" shall mean that
certain real property more particularly described on that certain schedule
marked "Schedule A", affixed hereto and by this reference incorporated herein
and made a part hereof, and the CC Skybridge Peckham Lane
Entitlements.

    


    "Indebtedness" of any Person includes
all obliga­tions, contingent or otherwise, which in accordance with GAAP
should be classified upon such Person's balance sheet as liabilities, but in any
event including liabilities for borrowed money or other liabilities secured by
any lien existing on property owned or acquired by such Person, or a Subsidiary
thereof (whether or not the liability secured thereby shall have been assumed),
obligations which have been or under GAAP should be capitalized for financial
reporting purposes, the face amount of all Letters of Credit issued for the
account of such Person, the Hedge Termination Value (if negative) with respect
to all Interest Rate Hedges of such Person and all guaranties,
endorse­ments, and other contingent obligations with respect to Indebtedness
of others, including, but not limited to, any obligations to acquire any of such
Indebtedness, to purchase, sell, or furnish property or services primarily for
the purpose of enabling such other Person to make payment of any of such
Indebtedness, or otherwise to assure the owner of any of such Indebtedness
against loss with respect thereto.

    


    "Intangibles" shall mean the aggregate
goodwill, trademarks, patents, organizational expense and other similar
intangible items of the Borrower determined in accordance with
GAAP.

    


    "Interest Expense" shall mean with
respect to any Person, as of the last day of any fiscal period under review, the
sum of (i) all interest, fees, charges and related expenses paid or payable
(without duplication but including capitalized interest) for that fiscal period
by such Person to a lender in connection with borrowed money (including any
obligations for fees, charges and related expenses payable to the issuer of any
letter of credit) or the deferred purchase price of assets that are considered
"interest expense" under GAAP, plus (ii) the portion of the up front costs and
expenses for Interest Rate Hedges (to the extent not included in (i)) fairly
allocated to such interest rate hedges as expenses for such period, plus (iii)
the portions of Capital Lease Liabilities paid or payable with respect to such
period that should be treated as interest in accordance with GAAP.

    


    "Interest Period(s)" shall have the
meaning set forth in Section 2.05(d) of the Credit Agreement.

    


    "Interest Rate Hedges" shall mean, with
respect to any Person, all liabilities of such Person under interest rate swap
agreements, interest rate cap agreements, basis swap, forward rate agreement and
interest collar or floor agreements and all other agreements or arrangements
designed to protect such Person against fluctuations in interest rates or
currency exchange rates.


    
      
        
        

      

      
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    "Interest Rate Option" shall have the
meaning ascribed to such term in Section 2.05(b) of the Credit
Agreement.

    


    "Investment" shall mean, when used in
connection with any Person: (i) any investment by or of that Person, whether by
means of purchase or other acquisition of stock or other securities of any other
Person or by means of a loan, advance creating a debt, capital contribution,
guaranty or other debt or equity participation or interest in any other Person,
including any
partnership and joint venture interests of such Person, (ii) any Acquisition,
and (iii) any other item that is or would be classified as an investment on a
balance sheet of such Person prepared in accordance with GAAP, as in effect as
of the Restatement Effective Date.  The amount of any Investment shall
be the amount actually invested without adjustment for subsequent increases or
decreases in the value of such Investment.

    


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

    


    "L/C Agreement(s)" shall mean
collective reference to the Application and Agreement for Standby Letter of
Credit and Application for Commercial Letter of Credit and addendum(s) thereto
executed by an Authorized Officer of Borrower in favor of L/C Issuer in L/C
Issuer's standard form, setting forth the terms and conditions upon which L/C
Issuer shall issue a Letter(s) of Credit, as the same may be amended or modified
from time to time.

    


    "L/C Exposure" shall mean the aggregate
amount which L/C Issuer may be required to fund or is contingently liable for
disbursement under all issued and outstanding Letter(s) of Credit, which amount
shall be determined by subtracting from the aggregate of the Stated Amount of
each such Letter(s) of Credit (to the extent such Letter of Credit is not
secured by Cash deposited into the Cash Collateral Account and subject to the
Cash Collateral Pledge Agreement), the principal amount of all L/C Reimbursement
Obligations which have accrued and have been fully satisfied as of each date of
determination.

    


    "L/C Facility" shall mean the agreement
of L/C Issuer to issue Letters of Credit subject to the terms and conditions and
up to the maximum amounts and duration as set forth in Section 2.09 of the
Credit Agreement.

    


    "L/C Fee" shall have the meaning set
forth in Section 2.10(c) of the Credit Agreement.

    


    "L/C Issuer" shall mean WFB in its
capacity as the issuer of Letters of Credit under the L/C
Facility.


    
      
        
        

      

      
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    "L/C Reimbursement Obligation(s)" shall
mean the obligation of Borrower to reimburse L/C Issuer for amounts funded or
disbursed under a Letter(s) of Credit, together with accrued interest
thereon.

    


    "Lender" shall mean individual
reference and "Lenders" shall mean collective reference to WFB and any other
bank, finance company, insurance company or other financial institution which is
or becomes a party to this Credit Agreement by execution of a counterpart
signature page hereto or an Assignment and Assumption Agreement, as
assignee.  At all times that there are no Lenders other than WFB, the
terms "Lender" and "Lenders" means WFB in its individual
capacity.  With respect to matters requiring the consent to or
approval of all Lenders at any given time, all then existing Defaulting Lenders
will be disregarded and excluded, and, for voting purposes only, "all Lenders"
shall be deemed to mean "all Lenders other than Defaulting
Lenders".

    


    "Lender Reply Period" shall have the
meaning set forth in Section 9.10(d).

    


    "Letter(s) of Credit" shall mean
collective reference to the Standby Letter(s) of Credit and/or Commercial
Letter(s) of Credit, as the case may be, issued by L/C Issuer on behalf of
Borrower, as the same may be extended, renewed or reissued from time to
time.

    


    "Liabilities" shall mean the total
liabilities of the Borrower in accordance with GAAP.

    


    "Liabilities and Costs" means all
claims, judgments, liabilities, obligations, responsibilities, losses, damages
(including lost profits), punitive or treble damages, costs, disbursements and
expenses (including, without limitation, reasonable attorneys', experts' and
consulting fees and costs of investigation and feasibility studies), fines,
penalties and monetary sanctions, interest, direct or indirect, absolute or
contingent, past, present or future.

    


    "LIBO Rate" means, relative to any
LIBOR Loan Interest Period for any LIBOR Loan included in any Borrowing, the per
annum rate (reserve adjusted as hereinbelow provided) of interest quoted by
Agent Bank, at which Dollar deposits in immediately available funds are offered
to Agent Bank by leading banks in the London interbank market at approximately
11:00 a.m. London, England time two (2) Banking Business Days prior to the
beginning of such Interest Period, for delivery on the first day of such
Interest Period for a period approximately equal to such Interest Period and in
an amount equal or comparable to the LIBOR Loan to which such Interest Period
relates.  The foregoing rate of interest shall be reserve adjusted by
dividing the applicable LIBO Rate by one (1.00) minus the LIBOR Reserve
Percentage, with such quotient to be rounded upward to the nearest whole
multiple of one-hundredth of one percent (0.01%).  All references in
this Credit Agreement or other Loan Documents to a LIBO Rate include the
aforesaid reserve adjustment.


    
      
        
        

      

      
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    "LIBOR Loan" shall mean each portion of
the total unpaid principal under the Credit Facility which bears interest at a
rate determined by reference to the LIBO Rate plus the Applicable
Margin.

    


    "LIBOR Reserve Percentage" means,
relative to any Interest Period for LIBOR Loans made by any Lender, the reserve
percentage (expressed as a decimal) equal to the actual aggregate reserve
requirements (including all basic, emergency, supplemental, marginal and other
reserves and taking into account any transactional adjustments or other
scheduled changes in reserve requirements) announced within Agent Bank as the
reserve percentage applicable to Agent Bank as specified under regulations
issued from time to time by the Federal Reserve Board.  The LIBOR
Reserve Percentage shall be based on Regulation D of the Federal Reserve Board
or other regulations from time to time in effect concerning reserves for
"Eurocurrency Liabilities" from related institutions as though Agent Bank were
in a net borrowing position.

    


    "Lien" means any lien, mortgage,
pledge, assignment, security interest, charge or encumbrance of any kind
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, and any agreement to give any security interest) and any
option, trust or other preferential arrangement having the practical effect of
any of the foregoing.

    


    "Loan Documents" shall mean collective
reference to the Credit Agreement, the Revolving Credit Note, the Swingline
Note, Notices of Borrowing, Continuation/Conversion Notices, Notices of
Swingline Advance, L/C Agreements, the Security Documentation, Cash Collateral
Pledge Agreement, the Environmental Certificate and all other documents and
instruments which may hereafter be executed and delivered by or on behalf of
Borrower or any other Person in connection with the Credit Facility for the
benefit of Banks or Agent Bank on behalf of the Lenders, the Swingline Lender
and/or the L/C Issuer, as the same may be amended, modified, supplemented,
replaced, renewed or restated from time to time.

    


    "Maintenance Capital Expenditures"
shall mean collective reference to Capital Expenditures made to or for the
benefit of or for use in connection with the Hotel/Casino Facility which are for
the purpose of maintaining, repairing and/or replacing existing assets of the
Borrower; provided, however, that Maintenance Capital Expenditures shall not
include Fourteen Million Two Hundred Seventy-Five Thousand Dollars
($14,275,000.00) in remodel expenses during the 2008 and 2009 Fiscal Years, up
to and including the Two Million Five Hundred Thousand Dollars ($2,500,000.00)
for demolition of the motor lodge, which may take place in either the 2009 or in
the 2010 Fiscal Year as shown on the Schedule of Remodel Projects, Schedule 6.04
affixed hereto.

    


    "Mandatory Commitment Reduction(s)"
shall mean a permanent reduction of the Aggregate Commitment which shall be made
from time to time as may be required under Sections 5.12, 6.07(h), 6.09(c)
and/or 8.02.


    
      
        
        

      

      
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    "Margin Stock" shall have the meaning
provided in Regulation U of the Board of Governors of the Federal Reserve
System.

    


    "Material Adverse Change" shall mean:
(i) any set of circumstances of events which, other than with respect to the
Representations and Warranties set forth in Article IV of the Credit Agreement
which shall be construed to be applicable to circumstances and events existing
both as of the Restatement Effective Date (or such earlier date as may be
referenced in each particular provision) and subsequent to the Restatement
Effective Date, are not in existence as of the Restatement Effective Date, which
are material and adverse to (a) the Collateral or (b) the condition (financial
or otherwise) or business operations of the Borrower taken as a whole, or (c)
the ability of any of the Lenders to enforce any of their material rights or
remedies under any of the Loan Documents, or (ii) any events or changes, which,
other than with respect to the Representations and Warranties set forth in
Article IV of the Credit Agreement which shall be construed to be applicable to
events and changes existing both as of the Restatement Effective Date (or such
earlier date as may be referenced in each particular provision) and subsequent
to the Restatement Effective Date, are not in existence as of the Restatement
Effective Date and which have or result in a material adverse effect upon (a)
the priority of the security interests granted to Agent Bank, (b) the validity
of any of the Loan Documents, which is not promptly cured or corrected to the
reasonable satisfaction of Agent Bank, as provided in Section 5.13 or (c) the
use, occupancy or operation of the Hotel/Casino Facility taken as a whole,
except during periods of repair or replacement as provided under Section
8.02.

    


    "Maturity Date" shall mean January 20,
2012.

    


    "Maximum Availability" shall mean the
Aggregate Commitment less the Aggregate Outstandings.

    


    "MCRI" shall mean Monarch Casino &
Resort, Inc., a Nevada corporation, without regard to any of its Subsidiaries
unless otherwise specifically indicated.

    


    "MCRI Consolidation" shall mean MCRI
and its Subsidiaries on a consolidated basis.

    


    "MCRI Corporate Overhead Allocation"
shall mean for any fiscal period, all costs and expenses of MCRI or any
Affiliate of MCRI which are paid by Borrower or which are paid by Distributions
made by Borrower to MCRI or such Affiliate of MCRI.

    


    "Net Income" shall mean with respect to
any Person for any fiscal period, the net income of such Person during such
fiscal period determined in accordance with GAAP.

    


    "Net Proceeds" shall mean the aggregate
Capital Proceeds received by the Borrower in Cash or Cash Equivalent in respect
of any partial or total condemnation or destruction of any part of the
Collateral or any sale, transfer, conveyance or disposition of FF&E, net of:
(i) the direct costs relating to such sale, transfer, conveyance or disposition
of FF&E, (ii) amounts required to be applied to the repayment of
Indebtedness secured by a Lien on the asset or assets that were the subject of
such sale, transfer, conveyance or disposition of FF&E, and (iii) any
reserve for adjustment in respect of the sale price of such FF&E or
liabilities associated with such sale, transfer, conveyance or disposition of
FF&E and retained by the Borrower.


    
      
        
        

      

      
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    "Nevada Gaming Authorities" shall mean,
without limitation, the Nevada Gaming Commission and the State Gaming Control
Board and any other applicable governmental or administrative state or local
agency involved in the regulation of gaming and gaming activities conducted by
the Borrower in the State of Nevada.

    


    "Non-Consenting Lender" shall have the
meaning ascribed to such term in Section 10.01.

    


    "Non Pro Rata Borrowing" means a
Borrowing with respect to which fewer than all Lenders have funded their
respective Pro Rata Shares of such Borrowing and the failure of the non-funding
Lender or Lenders to fund its or their respective Pro Rata Shares of such
Borrowing constitutes a breach of this Credit Agreement.

    


    "Notes" shall mean collective reference
to the Revolving Credit Note and the Swingline Note.

    


    "Notice of Borrowing" shall have the
meaning set forth in Section 2.03.

    


    "Notice of Swingline Advance" shall
have the meaning set forth in Section 2.08(b).

    


    "Obligations" means, from time to time,
all Indebtedness of Borrower owing to Agent Bank, any Lender or any Person
entitled to indemnification pursuant to Section 5.14, or any of their respective
successors, transferees or assigns, of every type and description, whether or
not evidenced by any note, guaranty or other instrument, arising under or in
connection with this Credit Agreement or any other Loan Document, whether or not
for the payment of money, whether direct or indirect (including those acquired
by assignment), absolute or contingent, due or to become due, now existing or
hereafter arising and however acquired.  The term includes, without
limitation, all interest, charges, expenses, fees, reasonable attorneys' fees
and disbursements, reasonable fees and disbursements of expert witnesses and
other consultants, and any other sum now or hereinafter chargeable to Borrower
under or in connection with Credit Agreement or any other Loan
Document.  Notwithstanding the foregoing definition of "Obligations",
Borrower's obligations under any environmental indemnity agreement constituting
a Loan Document, or any environmental representation, warranty, covenant,
indemnity or similar provision in this Credit Agreement or any other Loan
Document, shall be secured by the Collateral only to the extent, if any,
specifically provided in the Security Documentation.


    
      
        
        

      

      
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    "Participant Cash Collateralization"
shall mean to pledge and deposit with or deliver to the Agent Bank Cash or
deposit account balances, for the benefit of the L/C Issuer and/or the Swingline
Lender, as applicable, as collateral subject to a first priority, perfected
security interest securing the obligations of a Deteriorating Lender, in an
amount equal to all or a portion of such Deteriorating Lender's Pro Rata Share
of risk participation in Swingline Advances or all or a portion of a
Deteriorating Lender's Pro Rata Share of L/C Exposure, in each case pursuant to
documentation in form and substance satisfactory to the Agent Bank and the L/C
Issuer or Swingline Lender, as applicable (which documents are hereby consented
to by the Lenders.)

    


    "Pedestrian Crossing" shall mean the
elevated pedestrian crossing which is constructed between the Hotel/Casino
Property and the V/P Property which includes, among other things, a restaurant,
bar, gaming space and other public areas.  

    


    "Pedestrian Crossing Air Space" shall
mean that portion of the airspace between the Hotel/Casino Property and the V/P
Property within which the Pedestrian Crossing is constructed.

    


    "Pedestrian Crossing Air Space License"
shall mean that certain Application and Permit for Occupancy of Nevada
Department of Transportation Right of Way, which was issued to Borrower by the
State of Nevada Department of Transportation, under Permit Number 2-28-97, for
the purpose of authorizing Borrower's construction and use of the Pedestrian
Crossing within the Pedestrian Crossing Air Space.

    


    "Pension Plan" means any "employee
pension benefit plan" that is subject to Title IV of ERISA and which is
maintained for employees of Borrower or any of its ERISA
Affiliates.

    


    "Permitted Encumbrances" shall mean, at
any particular time, (i) liens for taxes, assessments or governmental charges
not then due and payable or not then delinquent, (ii) statutory liens for labor
and/or materials and liens for taxes, assessments or governmental charges the
validity of which, in either instance, are being contested in good faith by
Borrower by appropriate proceedings, and as provided in Sections 5.03 and 5.10
hereof, respectively, provided that, Borrower shall have maintained adequate
reserves in accordance with GAAP for payment of same, (iii) liens incurred or
deposits made in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other types of social security, or to
secure the performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, government contracts, trade contracts, performance and
return-of-money bonds and other similar obligations (exclusive of obligations
for the payment of borrowed money); (iv) leases or subleases granted to others
(including, without limitation, any Subsidiary) not interfering in any material
respect with the ordinary conduct of the business of the Hotel/Casino Facility;
(v) liens created or contemplated by the Security Documents, (vi) the liens,
encumbrances and restrictions on the Real Property, FF&E and existing
improvements which are shown as exceptions on Schedule B of the Title Policy to
be issued by Title Insurance Company as of the Restatement Effective Date, (vii)
liens consented to in writing by Agent Bank upon the approval of Requisite
Lenders, (viii) liens of legally valid capital leases and purchase money
security interests for FF&E to the extent permitted by Section 6.08(c), and
(ix) each and every easement, license, restriction or right-of-way that (A) is
hereafter granted to any Governmental Authority or public utility providing
services to the Real Property or (B) does not interfere in any material respect
with the business operation of the Hotel/Casino Facility; and (x) judgment
liens, writs, warrants, levies, distraints, attachments and other similar
process which do not constitute an Event of Default.


    
      
        
        

      

      
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    "Person" means an individual, firm,
corporation, limited liability company, trust, association, partnership, joint
venture, tribunal or other entity.

    


    "Platform" shall have the meaning
ascribed to such term in Section 10.03(a).

    


    "Policies of Insurance" shall mean the
insurance to be obtained and maintained by Borrower throughout the term of this
Credit Agreement as provided by Section 5.09 herein.

    


    "Prime Rate" means at any time, and
from time to time, the rate of interest most recently announced within WFB at
its principal office in San Francisco, California, as its "Prime Rate", with the
understanding that WFB's "Prime Rate" is one of its base rates and serves as the
basis upon which effective rates of interest are calculated for those loans and
extensions of credit making reference thereto, and is evidenced by the recording
thereof after its announcement in such internal publication or publications as
WFB may designate.  Each change in the Prime Rate shall be effective
on the day the change is announced within WFB.

    


    "Principal Prepayments" shall have the
meaning set forth in Section 2.07(a) of this Credit Agreement.

    


    "Pro Rata" or "Pro Rata Share" shall
mean, with respect to any Lender, a percentage equal to such Lender's
Syndication Interest in the Credit Facility as set forth on the Schedule of
Lenders' Proportions in Credit Facility.

    


    "Protective Advance" means all sums
expended as reasonably determined by Agent Bank to be necessary to: (a) protect
the priority, validity and enforceability of the Security Documentation on, and
security interests in, any Collateral and the instruments evidencing or securing
the Obligations, or (b) prevent the value of any Collateral from being
materially diminished (assuming the lack of such a payment within the necessary
time frame could potentially cause such Collateral to lose value), or (c)
protect any of the Collateral from being materially damaged, impaired,
mismanaged or taken, including, without limitation, any amounts expended in
accordance with Section 10.20 or post-foreclosure ownership, maintenance,
operation or marketing of any Collateral.

    


    "Purchasing Lender" shall have the
meaning ascribed to such term in Section 10.01.


    
      
        
        

      

      
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    "Qualified Appraisal" shall mean
reference to an appraisal or appraisals of the Hotel/Casino Facility and
Collateral, or any portion thereof, acceptable to Agent Bank, prepared at
Borrower's expense in compliance with FIRREA by an appraiser acceptable to Agent
Bank, with sufficient copies delivered to Agent Bank for distribution to each of
the Lenders.

    


    "Rate Adjustment Date" shall mean June
1, 2009 and thereafter the first (1st) day of the third (3rd) month immediately
following each Fiscal Quarter end.

    


    "Real Property" shall mean collective
reference to the Hotel/Casino Property, the Pedestrian Crossing Airspace, the
V/P Property and the CC Skybridge Easements; provided, however, that in the
event the V/P Property, or any portion thereof, is released as Collateral
pursuant to the provisions of Section 5.22 of this Credit Agreement, the term
"Real Property" shall thereafter mean only the Hotel/Casino Property, the
Pedestrian Crossing Airspace, CC Skybridge Easements and that portion of the V/P
Property not released.

    


    "Reduction Date(s)" shall mean, subject
to the effect of Section 2.01(e), reference to each date or the dates, as the
context may require, upon which the Aggregate Commitment is reduced by a
Scheduled Reduction as set forth on the Aggregate Commitment Reduction
Schedule.

    


    "Related Entities" shall mean
collective reference to all stockholders, Affiliates and Subsidiaries of the
Borrower.

    


    "Remodel Projects" shall mean the
Remodel Projects shown on the Schedule of Remodel Projects.

    


    "Replacement Note(s)" shall have the
meaning set forth in Section 2.05(i) of the Credit Agreement.

    


    "Reportable Event" shall mean any of
the events described in Section 4043(b) of ERISA, other than an event for which
the thirty (30) day notice requirement is waived by regulations.

    


    "Requisite Lenders" means, as of any
date of determination prior to the occurrence of an Event of Default, Lenders
holding Syndication Interests equal to or in excess of fifty percent (50.0%) of
the Credit Facility; and at all times during which an Event of Default has
occurred and remains continuing, Lenders holding a percentage in excess of fifty
percent (50.0%) of the Funded Outstandings; provided that, (i) in
determining such percentage at any given time, all then existing Defaulting
Lenders will be disregarded and excluded and the Pro Rata Shares of Lenders
shall be redetermined, for voting purposes only, to exclude the Pro Rata Shares
of such Defaulting Lenders, and (ii) notwithstanding the foregoing, at all times
when two or more Lenders are party to this Credit Agreement, the term Requisite
Lenders shall in no event mean less than two (2) Lenders.


    
      
        
        

      

      
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    "Restatement Effective Date" shall mean
the date upon which: (i) each condition precedent required under Article IIIA of
this Credit Agreement has been satisfied by Borrower or waived by Agent Bank and
(ii) the Security Documentation Amendments have been filed and/or recorded in
accordance with and in the manner required by the Closing Instructions, or such
other date as to which Agent Bank and Borrower agree in writing.

    


    "Revolving Credit Note" shall mean the
Amended and Restated Revolving Credit Note, a copy of which is marked "Exhibit
A", affixed hereto and by this reference incorporated herein and made a part
hereof, to be executed by Borrower on the Restatement Effective Date, payable to
the order of Agent Bank on behalf of the Lenders, evidencing the Credit
Facility, as may be amended, modified, extended, renewed, restated or replaced
in whole or in part from time to time, including, without limitation, each
Replacement Note or Replacement Notes issued to one or more of the Lenders on or
after the Restatement Effective Date pursuant to Section 2.05(i) evidencing the
respective Syndication Interest of such Lender or Lenders.

    


    "Revolving Credit Period" shall mean
the period commencing on the Restatement Effective Date and terminating on the
Maturity Date.

    


    "RSCVA" shall mean the Reno Sparks
Convention and Visitors Authority, a political subdivision of the County of
Washoe, State of Nevada.

    


    "Schedule of Lenders' Proportions in
Credit Facility" shall mean the Schedule of Lenders' Proportions in Credit
Facility, a copy of which is marked "Schedule 2.01(a)", affixed hereto and by
this reference incorporated herein and made a part hereof, setting forth the
respective Syndication Interest and maximum amount to be funded under the Credit
Facility by each Lender, as the same may be amended, modified or restated from
time to time in connection with an Assignment and Assumption
Agreement.

    


    "Schedule of Remodel Projects" shall
mean the Schedule of Remodel Projects, a copy of which is set forth as Schedule
6.04, affixed hereto and by this reference incorporated herein and made a part
hereof, setting forth a line item breakdown and cost estimate for each of the
remodel projects components.

    


    "Schedule of Significant Litigation"
shall mean the Schedule of Significant Litigation, a copy of which is set forth
as Schedule 3.18, affixed hereto and by this reference incorporated herein and
made a part hereof, setting forth the information described in Section 3.18 with
respect to each Significant Litigation.

    


    "Scheduled Reduction Payment" shall
mean for any Fiscal Quarter, the amount, if any, by which the highest amount of
Aggregate Outstandings during such Fiscal Quarter exceeds the amount of the
Aggregate Commitment as reduced by any Scheduled Reduction required to be made
to such Aggregate Commitment at the end of such Fiscal Quarter.


    
      
        
        

      

      
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    "Scheduled Reductions" shall mean,
subject to the effect of Section 2.01(e), the amount by which the Aggregate
Commitment is reduced on each Reduction Date as set forth on the Aggregate
Commitment Reduction Schedule.

    


    "Secured Interest Rate Hedge(s)" shall
mean any Interest Rate Hedge entered into between Borrower and any Lender, or
Affiliate of any Lender, which is secured by the Security
Documentation.

    


    "Security Documentation" shall mean
collective reference to the Deed of Trust, Assignment of Rents and all other
documents, instruments or agreements which are executed or delivered by or on
behalf of Borrower and accepted by Agent Bank, on behalf of the Lenders, as
security for payment of the Bank Facilities.

    


    "Security Documentation Amendments"
shall mean collective reference to the First Amendment to Deed of Trust, the
First Amendment to Assignment of Entitlements, Contracts, Rents and Revenues and
the First Amendment to Trademark Security Agreement.

    


    "Share Repurchases" shall mean the
purchase of shares of any class of stock, option, right or other equity
interest, whether voting or non-voting of MCRI by MCRI.

    


    "Significant Litigation" shall mean
each action, suit, proceeding, litigation and controversy involving Borrower
involving claims in excess of Two Million Dollars ($2,000,000.00) or which if
determined adverse to the interests of Borrower could result in a Material
Adverse Change.

    


    "Spaceleases" shall mean the executed
leases and concession agreements pertaining to the Hotel/Casino Facility, or any
portion thereof, wherein Borrower is the lessor, as set forth on that certain
schedule marked "Schedule 4.15", affixed hereto and by this reference
incorporated herein and made a part hereof.

    


    "Standby Letter(s) of Credit" shall
mean a letter or letters of credit issued by L/C Issuer pursuant to Section 2.09
of the Credit Agreement for the purpose of securing payment or performance of a
financial obligation of Borrower, other than in connection with the payment for
goods, equipment or materials.

    


    "Stated Amount" shall mean the maximum
amount which L/C Issuer may be required to disburse to the beneficiary(ies) of a
Letter(s) of Credit under the terms thereof.

    


    "Stated Expiry Date(s)" shall mean the
date set forth on the face of a Letter(s) of Credit as the date when all
obligations of L/C Issuer to advance funds thereunder will terminate, as the
same may be extended from time to time.


    
      
        
        

      

      
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    "Subsidiary" shall mean, on the date in
question, any Person of which an aggregate of 50% or more of the stock of any
class or classes (or equivalent interests) is owned of record or beneficially,
directly or indirectly, by another Person and/or any of its Subsidiaries, if the
holders of the stock of such class or classes (or equivalent interests) (a) are
ordinarily, in the absence of contin­gencies, entitled to vote for the
election of a majority of the directors (or individuals performing similar
functions) of such Person, even though the right so to vote has been suspended
by the happening of such a contingency, or (b) are entitled, as such holders, to
vote for the election of a majority of the directors (or individuals performing
similar functions) of such Person, whether or not the right so to vote exists by
reason of the happening of a contingency.

    


    "Swingline Advance" shall mean each
advance made by Swingline Lender to Borrower under the Swingline
Facility.

    


    "Swingline Facility" shall mean the
agreement of Swingline Lender to make Swingline Advances to Borrower subject to
the terms and conditions and up to the maximum amounts and for the duration as
set forth in Section 2.08 of this Credit Agreement.

    


    "Swingline Lender" shall have the
meaning set forth in the Preamble of this Credit Agreement.

    


    "Swingline Note" shall mean the
Swingline Note, a copy of which is marked "Exhibit B", affixed hereto and by
this reference incorporated herein and made a part hereof, to be executed by
Borrower on the Restatement Effective Date, payable to the order of Swingline
Lender evidencing the Swingline Facility.

    


    "Swingline Outstandings" shall mean the
aggregate amount of all outstanding and unpaid Swingline Advances as of each
date of determination.

    


    "Swingline Settlement Date" shall mean
the second (2nd)
Thursday following each Swingline Advance, or if such date is not a Banking
Business Day, the next occurring Banking Business Day.

    


    "Syndication Interest" shall mean the
proportionate interest of each Lender in the Aggregate Commitment as set forth
on the Schedule of Lenders' Proportions in Credit Facility, as the same may be
amended or restated from time to time.

    


    "Tangible Net Worth" shall mean Assets,
excluding Intangibles, less Liabilities.

    


    "Title Endorsements" shall mean
collective reference to the following endorsements, which shall be issued to the
Existing Title Insurance Policy by the Title Insurance Company, as of the
Restatement Effective Date, in accordance with the Closing Instructions: (i)
Modification and Additional Advance Endorsement (Commonwealth Special 254)
increasing coverage under the Existing Title Insurance Policy to Sixty Million
Dollars ($60,000,000.00) and providing assurances that, among other things, the
Existing Deed of Trust has been validly amended by the First Amendment to Deed
of Trust; and (ii) such other endorsements as may be requested by Agent Bank;
all of which shall be in a form and substance acceptable to Agent
Bank.


    
      
        
        

      

      
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    "Title Insurance Company" shall mean
Lawyers Title Insurance Company, and its issuing agent, Western Title Company,
Inc., with offices located at 241 Ridge Street, Reno, Nevada, together with such
reinsurers with direct access as are requested by Agent Bank or other title
insurance company or companies as may be acceptable to Agent Bank.

    


    "Total Funded Debt" shall mean with
reference to the Borrower for any period the Aggregate Outstandings as of the
last day of the period under review, plus the total as of the last day of such
period of both the long-term and current portions (without duplication) of all
other interest bearing Indebtedness, Contingent Liabilities and Capitalized
Lease Liabilities.

    


    "Total Leverage Ratio" as of the end of
any Fiscal Quarter shall mean the ratio resulting by dividing (a) Total Funded
Debt as of the end of the Fiscal Quarter under review by (b) the sum of Adjusted
EBITDA for the Fiscal Quarter under review plus Adjusted EBITDA for each of the
most recently ended three (3) preceding Fiscal Quarters.

    


    "Trademark Security Agreement" shall
mean collective reference to the Existing Trademark Security Agreement as
amended by the First Amendment to Trademark Security Agreement, as it may be
further amended, modified, extended, renewed or restated from time to
time.

    


    "UCC Amendment Statements" shall mean
UCC Financing Statement Amendment forms to be filed in the office of the Nevada
Secretary of State and in the office of the Washoe County Recorder for the
purpose of causing Exhibit B to each of the Financing Statements to additionally
include the air space and real property within, and upon, which the CC Skybridge
is situate.

    


    "Unsuitable Lender" shall have the
meaning set forth in Section 10.10(d).

    


    "Village Shopping Center" shall mean
the shopping center known as "The Village" and formerly known as the Sierra
Marketplace Shopping Center, located at the southeast corner of Virginia Street
and Moana Lane, Reno, Nevada, that is owned by BLILP, a portion of which is the
subject of the Adjacent Driveway Lease.

    


    "Voluntary Permanent Reduction" shall
have the meaning set forth in Section 2.01(c).

    


    "V/P Property" shall mean the real
property more particularly described on that certain schedule marked "Schedule
B", affixed hereto and by this reference incorporated herein and made a part
hereof.


    
      
        
        

      

      
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    "WFB" shall mean Wells Fargo Bank,
National Association.

     

    1.2.       
  Interpretation and
Construction.  In this Credit Agreement, unless the context
otherwise requires:

     

     

    1.2.1.   
   Articles and Sections mentioned by number only are the
respective Articles and Sections of this Credit Agreement as so
numbered;

     

     

    1.2.2.  
    Words importing a particular gender mean and include
every other gender, and words importing the singular number mean and include the
plural number and vice
versa;

     

     

    1.2.3.   
   All times specified herein, unless otherwise specifically
referred, shall be the time in San Francisco, California;

     

     

    1.2.4.  
    Any headings preceding the texts of the several Articles
and Sections of this Credit Agreement, and any table of contents or marginal
notes appended to copies hereof, shall be solely for con­venience of
reference and shall not constitute a part of this Credit Agreement, nor shall
they affect its meaning, construction or effect;

     

     

    1.2.5.    
   If any clause, definition, provision or Section of this Credit
Agreement shall be determined to be apparently contrary to or conflicting with
any other clause, definition, provision or Section of this Credit Agreement then
the clause, definition, provision or Section containing the more specific
provisions shall control and govern with respect to such apparent
conflict.  The parties hereto do agree that each has con­tributed
to the drafting of this Credit Agreement and all Loan Documents and that the
provisions herein contained shall not be construed against either Borrower or
Lenders as having been the person or persons responsible for the preparation
thereof;

     

     

    1.2.6.  
    The terms "herein", "hereunder", "hereby", "hereto",
"hereof" and any similar terms as used in the Credit Agreement refer to this
Credit Agreement; the term "heretofore" means before the date of execution of
this Credit Agreement; and the term "hereafter" means after the date of the
execution of this Credit Agreement;

     

     

    1.2.7.  
    All accounting terms used herein which are not otherwise
specifically defined shall be used in accordance with GAAP;


    
      
        
        

      

      
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    1.2.8.  
    If any clause, provision or Section of this Credit
Agreement shall be ruled invalid or unenforceable by any court of competent
jurisdiction, such holding shall not invalidate or render unenforceable any of
the remaining provisions hereof; and

     

     

    1.2.9.  
    Each reference to this Credit Agreement or any other
Loan Document or any of them, as used in this Credit Agreement or in any other
Loan Document, shall be deemed a reference to this Credit Agreement or such Loan
Document, as applicable, as the same may be amended, modified, supplemented,
replaced, renewed or restated from time to time.

     

     

    1.3.       
  Use of
Defined Terms.  Unless otherwise defined or the context
otherwise requires, terms for which meanings are provided in this Credit
Agreement shall have such meanings when used in the Notes and in each Loan
Document and other communication delivered from time to time in connection with
this Credit Agreement or any other Loan Document.

     

     

    1.4.          Cross-References.  Unless
otherwise specified, references in this Credit Agreement and in each other Loan
Document to any Article or Section are references to such Article or Section of
this Credit Agreement or such other Loan Document, as the case may be, and,
unless otherwise specified, references in any Article, Section or definition to
any clause are references to such clause of such Article, Section or
definition.

     

     

    1.5.          Exhibits and
Schedules.  All Exhibits and Schedules to this Credit
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.

     

     

    2.

    AMOUNT, TERMS AND SECURITY
OF THE BANK FACILITIES

     

    2.1.          The Credit
Facility.

     

     

    2.1.1. 
     Subject to the conditions and upon the terms
hereinafter set forth and in accordance with the terms and provisions of the
Revolving Credit Note, on and after the Restatement Effective Date Lenders
severally agree in the proportions set forth on the Schedule of Lenders'
Proportions in Credit Facility to lend and advance Borrowings to Borrower, up to
the Aggregate Commitment in the initial amount of Sixty Million Dollars
($60,000,000.00), subject to increase by up to an additional Fifteen Million
Dollars ($15,000,000.00) as provided in Section 2.01(e) hereinbelow, in such
amounts as Borrower may request by Notice of Borrowing duly executed by an
Authorized Officer and delivered to Agent Bank from time to time as provided in
Section 2.03.


    
      
        
        

      

      
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    2.1.2.     
 Subject to the uses and purposes set forth in Section 2.02, on and after
the Restatement Effective Date Borrower may borrow, repay and reborrow the
Borrowings up to the Available Borrowings from time to
time.  Provided, however, amounts of Funded Outstandings bearing
interest with reference to a LIBO Rate shall be subject to Breakage Charges
incident to prepayment.  The Credit Facility shall be for a term
commencing on the Restatement Effective Date and terminating on the Maturity
Date.  In no event shall any Lender be liable to fund any amounts
under the Credit Facility in excess of its respective Syndication Interest in
any Borrowing.

     

     

    2.1.3.     
 Notwithstanding the Scheduled Reductions to the Aggregate Commitment as
set forth on the Aggregate Commitment Reduction Schedule, Borrower may
voluntarily further reduce the Aggregate Commitment from time to time (a
"Voluntary Permanent Reduction") on the following conditions:

     

     

    2.1.3.1.     that
each such Voluntary Permanent Reduction be in the minimum amount of Five Hundred
Thousand Dollars ($500,000.00) and in increments of Fifty Thousand Dollars
($50,000.00) and made in writing by an Authorized Officer of Borrower, effective
on the third (3rd) Banking Business Day following receipt by Agent Bank;
and

     

     

    2.1.3.2.     that
each such Voluntary Permanent Reduction shall be irrevocable and a permanent
reduction to the Aggregate Commitment.

     

     

    2.1.4.   
   In the event any Scheduled Reduction, Voluntary Permanent
Reduction or Mandatory Commitment Reduction reduces the Aggregate Commitment to
less than the sum of the Funded Outstandings, the Borrower shall immediately,
cause the Funded Outstandings to be reduced by such amount as may be necessary
to cause the Funded Outstandings to be equal to or less than the Aggregate
Commitment.  No Voluntary Permanent Reduction or Mandatory Commitment
Reductions shall relieve or otherwise defer the making of each Scheduled
Reduction on each Reduction Date.


    
      
        
        

      

      
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    2.1.5.    
  Commitment
Increase.  Borrower may, by written notice to the Agent Bank
and the Lenders, increase the Aggregate Commitment by up to an additional
Fifteen Million Dollars ($15,000,000.00) (the actual amount of such increase to
the Aggregate Commitment being herein referred to as the "Commitment Increase");
provided that
(i) no Default or Event of Default has occurred and remain continuing, (ii) no
more than two (2) Commitment Increases may be made during the term of the Credit
Facility and in no case shall the total of such Commitment Increases exceed
Fifteen Million Dollars ($15,000,000.00) in the aggregate, (iii) the obligation
to fund the Commitment Increase is assumed by a Lender or Lenders then party to
this Credit Agreement or (after having first offered the Commitment Increase to
the Lenders then party to the Credit Agreement) by a Person or Persons that are
Eligible Assignees, in each case acceptable to Borrower and, in the latter case,
reasonably acceptable to the Agent Bank, and in each instance evidenced in
writing by execution of an Assumption and Consent Agreement in the form of
Exhibit L attached hereto, executed by each such assuming Lender or Eligible
Assignee, Agent Bank and Borrower, provided that no Lender shall have any
obligation to increase its Syndication Interest in effect as of the Restatement
Effective Date, (iv) each such assuming Lender or Eligible Assignee concurrently
purchases a Pro Rata Share of the Funded Outstandings from the Lenders party to
the Credit Agreement (and each Lender hereby agrees to sell the appropriate
proportion of its Pro Rata Share at par value to such assuming Lender or
Eligible Assignee) that is equivalent to the increased new Pro Rata Share of
each such assuming Lender or Eligible Assignee after giving effect to the
Commitment Increase and such Lender's Syndication Interest in the Aggregate
Commitment, (v) Borrower pays Agent Bank any amount owing under Section 2.07(c)
and any fees owing to the Agent Bank or to the assuming Lenders or Eligible
Assignees committing to fund the Commitment Increase based upon negotiations
made in connection with the funding of the Commitment Increase, (vi) the
Commitment Increase shall not increase the Pro Rata Share of the Aggregate
Commitment and the Pro Rata Share of the amount of the Funded Outstandings held
by any other Lender absent the express written consent of that Lender, (vii) the
Commitment Increase shall not be available for advance by Lenders until each
condition precedent set forth in Sections 3.24 through 3.31 of Article III C
shall have occurred and been fully satisfied, and (viii) no more than Five
Million Dollars ($5,000,000.00) of the Commitment Increase shall be available to
Borrower for funding prior to the sixth (6th) month
anniversary of the Restatement Effective Date.  Giving effect to the
Commitment Increase and purchase of Pro Rata Shares of the Funded Outstandings,
adjustments shall be made to the Pro Rata Shares of the Lenders in the Aggregate
Commitment and the Pro Rata Shares of Funded Outstandings such that the Pro Rata
Shares of each Lender in the Aggregate Commitment shall be identical to its Pro
Rata Share of the Funded Outstandings.  The Agent Bank shall promptly
thereafter prepare and circulate to Borrower and the Banks a revised Schedule of
Lenders' Proportions in Credit Facility reflecting such increased Aggregate
Commitment and the revised Pro Rata Shares of the Lenders in the Credit
Facility, and such revised Schedule of Lenders' Proportions in Credit Facility
shall supersede and replace the then existing Schedule of Lenders' Proportions
in Credit Facility.


    
      
        
        

      

      
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    2.2.         
Use of Proceeds of the
Credit Facility.  Available Borrowings shall be used for the
purposes of:

     

     

    2.2.1.     On
the Restatement Effective Date (collectively the "Closing
Disbursements"):

     

     

    2.2.1.1.     reimbursing
the Existing Lenders for their respective pro rata shares of all loans,
advances, accrued interest, fees and other obligations outstanding under the
Existing Bank Loan as of the Restatement Effective Date; and

     

     

    2.2.1.2.     paying
in full the fees due Agent Bank as set forth in the Fee Side Letter, the costs,
fees and expenses of Title Company incurred in connection with the issuance of
the Title Policy Endorsements, the reasonable costs, fees and expenses of
Henderson & Morgan, LLC, attorneys for Agent Bank, and insurance consultants
retained by them incurred to the Restatement Effective Date.

     

     

    2.2.2.     During
the Revolving Credit Period:

     

     

    2.2.2.1.     funding
working capital needs and general corporate purposes of the Borrower relating to
the Hotel/Casino Facility;

     

     

    2.2.2.2.     funding
ongoing Capital Expenditure requirements of the Borrower relating to the
Hotel/Casino Facility; and

     

     

    2.2.2.3.     funding
repayment of Swingline Advances as provided in Section 2.08.

     

     

    2.3.       
  Notice of
Borrowings.

     

     

    2.3.1.     An
Authorized Officer of Borrower may give Agent Bank, no later than 11:00 a.m. on
any Banking Business Day at Agent Bank's office specified in Section 2.07, three
(3) full Banking Business Days prior written notice in the form of the Notice of
Borrowing ("Notice of Borrowing"), a copy of which is marked "Exhibit C",
affixed hereto and by this reference incorporated herein and made a part hereof,
for each proposed Borrowing to be made with reference to a LIBO Rate and at
least one (1) full Banking Business Days prior notice for all other Borrowings,
specifying the date and amount of each proposed Borrowing.  Agent Bank
shall give prompt notice of each Notice of Borrowing to Lenders of the amount to
be funded and specifying the Funding Date.  Not later than 11:00 a.m.
on the Funding Date specified, each Lender shall disburse to Agent Bank its Pro
Rata Share of the amount to be advanced by each such Lender in lawful money of
the United States of America and in immediately available
funds.  Agent Bank shall make the proceeds of such fundings that it
receives from the Lenders on or before 11:00 a.m. available to Borrower by
depositing, prior to 1:00 p.m. on the day so received (but not prior to the
Funding Date), the amounts received from the Lenders in the Designated Deposit
Account maintained with Agent Bank.  No Borrowing may exceed the
Available Borrowings.  Each Borrowing of a Base Rate Loan shall be in
a minimum amount of Fifty Thousand Dollars ($50,000.00) and in increments of Ten
Thousand Dollars ($10,000.00).  Borrower shall be entitled to no more
than three (3) Borrowings during each calendar month, exclusive of Borrowings
made for the sole purpose of funding repayment of a Swingline Advance or L/C
Reimbursement.


    
      
        
        

      

      
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    2.3.2.  
    The failure of any Lender to fund its Pro Rata Share of
any Borrowing on any Funding Date shall neither relieve any other Lender of any
obligation hereunder to fund its Pro Rata Share of such Borrowing on such
Funding Date nor relieve such Lender which has failed to fund its Pro Rata Share
of its obligations to Borrower hereunder.  No Lender shall be
responsible for the failure of any other Lender to fund its Pro Rata Share of
such Borrowing on any Funding Date nor shall any Lender be responsible for the
failure of any other Lender to perform its respective obligations
hereunder.

     

     

    2.3.3.    
  The provisions set forth in Section 10.10(d) shall be applicable to
a Deteriorating Lender to the same extent as if such Deteriorating Lender was
found to be an Unsuitable Lender.

     

     

    2.4.          Conditions of
Borrowings. During the Revolving Credit Period, Borrowings, other than
Borrowings made at the request of Agent Bank for the purpose of funding
repayment of Swingline Outstandings and/or L/C Reimbursement Obligations as
hereinafter provided, will only be made so long as Borrower is in full
compliance with each of the requirements and conditions precedent set forth in
Article III B of this Credit Agreement.  Provided, however, upon the
consent of Requisite Lenders, Lenders shall advance Borrowings notwithstanding
the existence of less than full compliance with the requirements of Article III
B and Borrowings so made shall be deemed to have been made pursuant to this
Credit Agreement.

     

     

    2.5.          The Revolving Credit Note
and Interest Rate Options.

     

     

    2.5.1.     
 The Credit Facility shall be further evidenced by the Revolving Credit
Note payable to the order of Agent Bank on behalf of the
Lenders.  Agent Bank shall record manually or electronically the date
and amount of each Borrowing advanced by the Lenders together with the
applicable Interest Period in the case of portions of the unpaid principal under
the Credit Facility bearing interest with reference to a LIBO Rate, and the
amount of each repayment of principal made thereunder by Borrower and the entry
of such records shall be conclusive absent manifest or demonstrable error;
provided, however, the failure to make such a record or notation with respect to
any Borrowing or repayment thereof, or an error in making such a record or
notation, shall not limit or otherwise affect the obligations of Borrower
hereunder or under the Revolving Credit Note.


    
      
        
        

      

      
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    2.5.2.  
    Interest shall accrue on the entire outstanding
principal balance of the Credit Facility at a rate per annum equal to the Base
Rate plus the Applicable Margin, unless Borrower requests a LIBOR Loan pursuant
to Section 2.03 or elect pursuant to Section 2.05(c) hereinbelow to have
interest accrue on a portion or portions of the outstanding principal balance of
the Credit Facility at a LIBO Rate ("Interest Rate Option"), in which case
interest on such portion or portions shall accrue at a rate per annum equal to
such LIBO Rate plus the Applicable Margin in effect as of the second Banking
Business Day prior to the first day of the applicable Interest Period, as long
as: (i) each such LIBOR Loan is in a minimum amount of One Hundred Thousand
Dollars ($100,000.00) plus minimum increments of Ten Thousand Dollars
($10,000.00), or such lesser amount as equals the Aggregate Commitment, (ii) no
more than eight (8) LIBOR Loans may be outstanding at any one time, and (iii) no
Default or Event of Default shall have occurred and be
continuing.  Interest accrued on each Base Rate Loan shall be due and
payable on the first day of the month following the Restatement Effective Date,
on the first day of each successive month thereafter, and on the Maturity
Date.  For each LIBOR Loan, accrued interest shall be due and payable
at the end of each Interest Period applicable thereto, but in any event no less
frequently than at the end of each three (3) month period during the term of
such LIBOR Loan.  Except as qualified above, the outstanding principal
balance hereunder may be a Base Rate Loan or one or more LIBOR Loans, or any
combination thereof, as Borrower shall specify.

     

     

    2.5.3.      
So long as no Default or Event of Default shall have occurred and remains
continuing, Borrower may Convert from one Interest Rate Option to another
Interest Rate Option or continue an Interest Rate Option for another Interest
Period by giving irrevocable notice to Agent Bank of such Conversion by 11:00
a.m., on a day which is at least three (3) Banking Business Days prior to the
proposed date of such Conversion to or Continuation of each LIBOR Loan or one
(1) Banking Business Day prior to the proposed date of such Conversion to each
Base Rate Loan.  Each Conversion to a LIBOR Loan shall be in a minimum
amount of One Hundred Thousand Dollars ($100,000.00) plus minimum increments of
Ten Thousand Dollars ($10,000.00), or such lesser amount as equals the Aggregate
Commitment.  Each such notice shall be made by an Authorized Officer
by telephone and thereafter immediately confirmed in writing by delivery to
Agent Bank of a Continuation/Conversion Notice specifying the date of such
Conversion or Continuation, the amounts to be so Converted or Continued and the
Interest Period if the Conversion or Continuation is being made with reference
to a LIBOR Loan.  Upon receipt of such Continuation/Conversion Notice,
Agent Bank shall promptly set the applicable interest rate (which in the case of
a LIBOR Loan shall be the LIBO Rate plus the Applicable Margin as of the second
Banking Business Day prior to the first day of the applicable Interest Period)
and the applicable Interest Period if the Conversion or Continuation is being
made with reference to a LIBOR Loan and shall confirm the same in writing to
Borrower and Lenders.  Each Conversion or Continuation shall be on a
Banking Business Day.  No LIBOR Loan shall be converted to a Base Rate
Loan or renewed on any day other than the last day of the current Interest
Period relating to such amounts outstanding unless Borrower pays any applicable
Breakage Charges.  All Borrowings advanced at the request of Agent
Bank under Section 2.08 of the Credit Agreement shall bear interest with
reference to the Base Rate plus the Applicable Margin, subject to Borrower's
right to Convert such Borrowing to a LIBOR Loan or LIBOR Loans as provided
herein.  If Borrower fails to give a Continuation/Conversion Notice
for the continuation of a LIBOR Loan as a LIBOR Loan for a new Interest Period
in accordance with this Section 2.05(c), such LIBOR Loan shall automatically
become a Base Rate Loan at the end of its then current Interest
Period.


    
      
        
        

      

      
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    2.5.4.   
   Each interest period (each individually an "Interest Period"
and collectively the "Interest Periods") for a LIBOR Loan shall commence on the
date such LIBOR Loan is made or the date of Conversion or Continuation of any
amount or amounts of the outstanding Borrowings hereunder to a LIBOR Loan, as
the case may be, and shall end on the date which is one (1) or three (3) months
thereafter, as elected by Borrower.  However, no Interest Period may
extend beyond the Maturity Date.  Each Interest Period for a LIBOR
Loan shall commence and end on a Banking Business Day.  If any
Interest Period commences on a date for which there is no corresponding date in
the month in which it is scheduled to end, such Interest Period shall end on the
last Banking Business Day of such month.  If any Interest Period would
otherwise expire on a day which is not a Banking Business Day, the Interest
Period shall be extended to expire on the next succeeding Banking Business Day,
unless the result of such extension would be to carry such Interest Period into
another calendar month, in which event such Interest Period shall end on the
immediately preceding Banking Business Day.

     

     

    2.5.5.   
   The applicable LIBO Rate and Base Rate shall be determined by
the Agent Bank, and notice thereof shall be given promptly to Borrower and
Lenders.  Each determination of the applicable Base Rate and LIBO Rate
shall be conclusive and binding upon the Borrower, in the absence of manifest or
demonstrable error.  The Agent Bank shall, upon written request of
Borrower or any Lender, deliver to Borrower or such Lender, as the case may be,
a statement showing the computations used by the Agent Bank in determining any
rate hereunder.

     

     

    2.5.6.  
    Computation of interest on all Base Rate Loans shall be
calculated on the basis of a year of three hundred sixty-five (365), or when
appropriate three hundred sixty-six (366), days and the actual number of days
elapsed.  Computation of interest on all LIBOR Loans shall be
calculated on the basis of a year of three hundred sixty (360) days and the
actual number of days elapsed.  The applicable Base Rate shall be
effective the same day as a change in the Base Rate is announced by WFB as being
effective.


    
      
        
        

      

      
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    2.5.7.    
  If with respect to any Interest Period, (a) the Agent Bank
reasonably determines (which determination shall be binding and conclusive on
Borrower) that by reason of circum­stances affecting the inter-bank
eurodollar market adequate and reasonable means do not exist for ascertaining
the applicable LIBO Rate, or (b) Requisite Lenders advise Agent Bank that the
LIBO Rate as determined by Agent Bank will not adequately and fairly reflect the
cost to such Lenders of maintaining or funding, for such Interest Period, a
LIBOR Loan, then so long as such circumstances shall continue:  (i)
Agent Bank shall promptly notify Borrower thereof, (ii) the Lenders shall not be
under any obligation to make a LIBOR Loan or Convert a Base Rate Loan into a
LIBOR Loan for which such circumstances exist, and (iii) on the last day of the
then current Interest Period, the LIBOR Loan for which such circumstances exist
shall, unless then repaid in full, automatically Convert to a Base Rate
Loan.

     

     

    2.5.8.   
   Notwithstanding any other provisions of the Credit Agreement,
if, after the Restatement Effective Date, any law, rule, regulation, treaty,
interpretation or directive (whether having the force of law or not) or any
change therein shall make it unlawful for any Lender to make or maintain LIBOR
Loans, then (i) the commitment and agreement to maintain LIBOR Loans as to such
Lender shall immediately be suspended, and (ii) unless required to be terminated
earlier (which termination shall be without Breakage Charges), LIBOR Loans as to
such Lender, if any, shall be Converted on the last day of the then current
Interest Period applicable thereto to Base Rate Loans.  If it shall
become lawful for such Lender to again maintain LIBOR Loans, then Borrower may
once again as to such Lender request Conversions to the LIBO
Rate.  During any period of such suspension, such Lender shall make
Base Rate Loans.

     

     

    2.5.9.      
The Borrower agrees that upon written notice by: (y) Agent Bank or (z) any
Lender to the Borrower (with a copy of such notice concurrently delivered to
Agent Bank) to the effect that a promissory note or other evidence of
indebtedness is required for such Lender in order for such Lender to evidence
(whether for the purposes of pledge, enforcement or otherwise) the Borrowings
owing to, or to be made by, such Lender:

     

     

    2.5.9.1.     The
Borrower shall promptly execute and deliver to each Lender a promissory note
payable to the order of each such Lender (each individually a "Replacement Note"
and collectively the "Replacement Notes") in the form of the Revolving Credit
Note in the amount of such requiring Lender's respective Syndication Interest in
the Credit Facility subject to Scheduled Reductions to be allocated amongst
Lenders in accordance with their respective Syndication
Interests;


    
      
        
        

      

      
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    2.5.9.2.     The
Replacement Notes shall, in the aggregate, fully replace the Revolving Credit
Note as to the Syndication Interests evidenced by such Replacement Notes and
each reference to the Revolving Credit Note in this Credit Agreement and each of
the Loan Documents shall be deemed to be a collective reference to the Revolving
Credit Note and each of the Replacement Notes;

     

     

    2.5.9.3.     Borrowings,
Interest Rate Options, Continuation/Conversion Notices and all other provisions
for the disbursement of funds, setting of interest rates and collection of
repayments of interest and principal shall continue to be made by Agent Bank as
the administrative and collateral agent for the Lenders in the same manner and
to the same extent as provided in the Revolving Credit Note and this Credit
Agreement as fully applicable to each of the Replacement Notes;

     

     

    2.5.9.4.     the
Agent Bank, upon the consent of Requisite Lenders, shall cause the Title
Insurance Company to issue, at the expense of Borrower, such endorsements to the
Title Policy as may be reasonably necessary to assure the aggregate obligation
evidenced by the Replacement Notes is secured by the Deed of Trust with the same
coverage and priority as the obligation evidenced by the Revolving Credit Note;
and

     

     

    2.5.9.5.     Concurrently
with the delivery of each Replacement Note, Borrowers shall execute a restated
Revolving Credit Note in the principal amount of the Aggregate Commitment less
the aggregate amount of the Syndication Interests evidenced by the Replacement
Notes and Agent Bank shall return the original Revolving Credit Note to
Borrowers marked as superseded and replaced by such restated Revolving Credit
Notes and the Replacement Notes.

     

     

    2.6.     
   Security for the Credit
Facility.  As security for the due and punctual payment and
performance of the terms and provisions of this Credit Agreement, the Notes and
all of the other Loan Documents, the Security Documentation shall be executed
and delivered, as of the Restatement Effective Date, by the respective parties
to each of the Security Documentation.


    
      
        
        

      

      
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    2.7.      
   Place and Manner of
Payment.

     

     

    2.7.1.     All
amounts payable by Borrower to the Lenders or Agent Bank on behalf of Lenders
pursuant to the Credit Facility shall be made on a Banking Business Day in
lawful money of the United States of America and in immediately available
funds.  Other than in connection with: (i) the Scheduled Reductions of
principal, or (ii) principal payments which may be required to decrease the
Funded Outstandings to an amount equal to or less than the Aggregate Commitment,
Borrower shall not make repayments ("Principal Prepayments") of the outstanding
balance of principal owing under the Revolving Credit Note more frequently than
three such Principal Prepayments during each calendar month.  Each
such Principal Prepayment shall be in a minimum amount of Fifty Thousand Dollars
($50,000.00) and in increments of Ten Thousand Dollars
($10,000.00).  Borrower shall give written notice to Agent Bank of
each Principal Payment by 11:00 a.m. on a day which is at least three (3)
Banking Business Days prior to each Principal Prepayment of all or any portion
of a LIBOR Loan or one (1) Banking Business Day prior to each Principal
Prepayment of all or any portion of a Base Rate Loan.

     

     

    2.7.2.     All
such amounts payable by Borrower shall be debited by Agent Bank from Borrower's
Designated Deposit Account on the earlier of: (i) the date specified by Borrower
by written notice to Agent Bank, or (ii) on the date upon which such payment is
due.  If such written notice is received by Agent Bank prior to 11:00
a.m., Agent Bank shall credit Borrower with such payment on the day so received
and shall promptly disburse to the appropriate Lenders on the same day the Pro
Rata Share of payments relating to the Credit Facility, in immediately available
funds.  If such written notice is received by Agent Bank after 11:00
a.m., Agent Bank shall credit Borrower with such payment as of the next Banking
Business Day and disburse to the appropriate Lenders on the next Banking
Business Day such Pro Rata Share of such payment relating to the Credit Facility
in immediately available funds.  Any payment on the Credit Facility
made by Borrower to Agent Bank pursuant to the terms of this Credit Agreement or
the Revolving Credit Note for the account of Lenders shall constitute payment to
the appropriate Lenders.  If the Revolving Credit Note or any payment
required to be made thereon or hereunder, is or becomes due and payable on a day
other than a Banking Business Day, the due date thereof shall be extended to the
next succeeding Banking Business Day and interest thereon shall be payable at
the then applicable rate during such extension.

     

     

    2.7.3.     The
outstanding principal owing under the Credit Facility and the Revolving Credit
Note may, subject to Section 2.07(a), be prepaid at any time in whole or in part
without penalty, provided, however, that any portion or portions of the unpaid
principal balance which is accruing interest at a LIBO Rate may only be prepaid
or repaid on the last day of the applicable Interest Period unless Borrower
gives three (3) days prior written notice to Agent Bank and additionally pays
concurrently with such prepayment or repayment such additional amount or amounts
as will compensate Lenders for any losses, costs or expenses which they may
incur as a result of such payment, including, without limitation, any loss
(including loss of anticipated profits), cost or expense incurred by the
liquidation or reemployment of deposits or other funds acquired by such Lender
to fund or maintain such LIBOR Loan ("Breakage Charges").  A
certificate of a Lender as to amounts payable hereunder shall be conclusive and
binding on Borrower for all purposes, absent manifest or demonstrable
error.  Any calculation hereunder shall be made on the assumption that
each Lender has funded or will fund each LIBOR Loan in the London interbank
market; provided that no
Lender shall have any obligation to actually fund any LIBOR Loan in such
manner.


    
      
        
        

      

      
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    2.7.4.     Unless
the Agent Bank receives notice from an Authorized Officer prior to the date on
which any payment is due to the Lenders that the Borrower will not make such
payment in full as and when required, the Agent Bank may assume that the
Borrower has made such payment in full to the Agent Bank on such date in
immediately available funds and the Agent Bank may (but shall not be so
required), in reliance upon such assumption, distribute to each Lender on such
due date an amount equal to the amount then due such Lender.  If and
to the extent the Borrower has not made such payment in full to the Agent Bank,
each Lender shall repay to the Agent Bank on demand such amount distributed to
such Lender, together with interest thereon at the Federal Funds Rate for each
day from the date such amount is distributed to such Lender until the date
repaid.

     

     

    2.7.5.     If,
other than as expressly provided elsewhere herein, any Lender shall obtain any
payment with respect to the Credit Facility (whether voluntary, involuntary,
through the exercise of any right of set-off, or otherwise) in excess of its
Syndication Interest, such Lender shall immediately (a) notify the Agent Bank of
such fact, and (b) purchase from the other Lenders such participations in the
Credit Facility as shall be necessary to cause such purchasing Lender to share
the excess payment with each of them in proportion to their respective
Syndication Interests; provided, however,
that if all or any portion of such excess payment is thereafter recovered from
the purchasing Lender, 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.  The Borrower agrees that any Lender
so purchasing a participation from another Lender may, to the fullest extent
permitted by law, exercise all its rights of payment 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 Agent Bank will
keep records (which shall be conclusive and binding in the absence of manifest
or demonstrable error) of each participation purchased under this section and
will in each case notify the Lenders following any such purchases or
repayments.


    
      
        
        

      

      
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    2.8.        
 The Swingline
Facility.

     

     

    2.8.1.    
  Subject to the conditions and upon the terms hereinafter set forth
and in accordance with the terms and provisions of the Swingline Note, on and
after the Restatement Effective Date Swingline Lender agrees to lend and advance
Swingline Advances to Borrower in the amounts and at the times provided
below.  Notwithstanding anything herein contained to the contrary,
however, Borrower shall not be entitled to any Swingline Advances on and after
thirty-five (35) calendar days prior to the Maturity Date.

     

     

    2.8.2.     
 With respect to each proposed Swingline Advance, an Authorized Officer
shall no later than 1:00 p.m. on the date for such proposed Swingline Advance
give Swingline Lender written notice in the form of the Notice of Swingline
Advance ("Notice of Swingline Advance"), a copy of which is marked "Exhibit K",
affixed hereto and by this reference incorporated herein and made a part hereof,
specifying the requested amount to be funded.  Swingline Lender shall
deposit such amounts as Borrower may request into the Designated Deposit Account
in lawful money of the United States of America in immediately available funds,
provided, that: (i) after giving effect to such Swingline Advance, the Swingline
Outstandings do not exceed Four Million Dollars ($4,000,000.00), (ii) the amount
requested does not exceed the Available Borrowings, and (iii) no Default or
Event of Default has occurred and remains continuing.  Furthermore,
before making any Swingline Advances (if at such time any Lender is a
Deteriorating Lender), the Swingline Lender may condition the funding of such
Swingline Advance on receipt by Agent Bank on behalf of the Swingline Lender of
Participant Cash Collateralization or similar security satisfactory to the
Swingline Lender (in its sole discretion) from such Deteriorating Lender in
respect of such Deteriorating Lender’s risk participation in such Swingline
Advances as set forth below or from Borrower in Cash to be deposited in the Cash
Collateral Account in the amount of such Deteriorating Lender's risk
participation in such Swingline Advance as set forth below.  Such
Deteriorating Lender hereby grants to the Agent Bank, for the benefit of the
Swingline Lender, a security interest in all such Participant Cash
Collateralization and all proceeds of the foregoing. Participant Cash
Collateralization shall be maintained in blocked, deposit accounts at Agent Bank
and may be invested in Cash Equivalents reasonably acceptable to the Agent Bank.
If at any time the Agent Bank determines that any funds held as Participant Cash
Collateralization are subject to any right or claim of any Person other than the
Agent Bank or that the total amount of such funds is less than the aggregate
risk participation of such Deteriorating Lender in the relevant Swingline
Advance, the Borrower will, promptly upon demand by the Agent Bank, pay to the
Agent Bank, as additional funds to be deposited into the Cash Collateral
Account, an amount equal to the excess of (x) such aggregate risk participation
over (y) the total amount of funds, if any, then held as Participant Cash
Collateralization that the Agent Bank determines to be free and clear of any
such right and claim. At such times as there are Swingline Advances outstanding
for which funds are on deposit as Participant Cash Collateralization, such funds
shall be applied as and when determined by the Agent Bank, to reimburse and
otherwise pay the applicable obligations owing to the Swingline
Lender.  Within the foregoing limitations, Borrower may borrow, repay
and reborrow under the Swingline Facility.


    
      
        
        

      

      
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    2.8.3.    
  Each Swingline Advance shall be in a minimum amount of Fifty
Thousand Dollars ($50,000.00) and in increments of Ten Thousand Dollars
($10,000.00).  Borrowers shall be entitled to no more than five (5)
Swingline Advances during each calendar month.  Promptly after receipt
of each request for a Swingline Advance, Swingline Lender shall obtain
telephonic verification from Agent Bank that, giving effect to such request, the
amount of such request does not exceed the Available Borrowings (such
verification to be promptly confirmed in writing).  Unless Borrower is
notified to the contrary by the Swingline Lender, each repayment of a Swingline
Advance shall be in a minimum amount of Fifty Thousand Dollars ($50,000.00) and
in increments of Ten Thousand Dollars ($10,000.00), together with the accrued
interest thereon.

     

     

    2.8.4.    
  Each Swingline Advance shall bear interest at the Base Rate plus the
Applicable Margin and shall be payable at the times and in the manner set forth
below and, in any event, on or before thirty-five (35) days prior to the
Maturity Date.  Unless otherwise paid, interest accrued on the unpaid
balance of Swingline Outstandings shall be paid monthly on the first day of each
and every month.  Each Swingline Advance shall be fully repaid no
later than the first occurring Swingline Settlement Date occurring after such
Swingline Advance is made.  Unless Borrower has requested a LIBOR Loan
for the purpose of repaying the Swingline Outstandings or made other
arrangements acceptable to the Swingline Lender to pay the Swingline Outstanding
in full or to continue such Swingline Outstanding, on the Banking Business Day
immediately preceding the applicable Swingline Settlement Date, Borrower shall
request a Borrowing under the Credit Facility as a Base Rate Loan in an amount
sufficient to pay the applicable Swingline Advance in full.  Upon
receipt of the amount of the Borrowing from the Lenders, the Agent Bank shall
provide such amount to the Swingline Lender for repayment of the applicable
Swingline Advance and the balance of the Borrowing, if any, shall be deposited
in immediately available funds to the Designated Deposit Account.  In
the event Borrower fails to request a Borrowing within the period specified
above, Agent Bank shall, without notice to the Borrower and without regard to
any other conditions precedent for the making of Borrowings under the Credit
Facility, including, without limitation the remedies set forth in Section 7.02,
promptly (but subject to the notice periods for Borrowings set forth in Section
2.03) request a Borrowing to be made and each of the Lenders agree to fund such
Borrowing under the Credit Facility in the amount necessary to pay the
applicable Swingline Advance in full, together with all interest accrued
thereon, to the extent of Available Borrowings, and the Borrower shall be deemed
to have requested such Borrowing and consented to its being made as provided for
herein.


    
      
        
        

      

      
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    2.8.5.    
  In the event Agent Bank fails or is restrained, prohibited or
restricted from causing a Borrowing to be made as provided in (d) above or
Lenders are restrained, prohibited or restricted from funding a Borrowing as
provided in (d) above, the Swingline Lender may by written notice given to Agent
Bank not later than 11:00 a.m. on any Banking Business Day require the Lenders
to acquire participations on the next Banking Business Day in the Swingline
Outstandings.  Such notice shall specify the aggregate amount of the
Swingline Outstandings in which the Lenders will
participate.  Promptly upon receipt of such notice, Agent Bank will
give notice thereof to each Lender, specifying in such notice such Lender’s
applicable Pro Rata Share of such Swingline Outstandings.  Each Lender
hereby absolutely and unconditionally agrees, upon receipt of notice as provided
above, to pay to Agent Bank, for the account of the Swingline Lender, such
Lender’s Pro Rata Share of such Swingline Outstandings.  Each Lender
acknowledges and agrees that its obligation to acquire a participation in the
Swingline Outstandings pursuant to this paragraph is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including the
occurrence and continuance of a Default or an Event of Default, and that each
such payment shall be made without any offset, abatement, withholding or
reduction whatsoever (provided that such payment shall not cause the unpaid
balance of principal owing to such Lender under the Bank Facilities to exceed
such Lender’s Syndication Interest in the Credit Facility).  Each
Lender shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.03(a)
with respect to Borrowings made by such Lender, and Agent Bank shall promptly
pay to the Swingline Lender the amounts so received by it from the
Lenders.  Agent Bank shall notify Borrowers of any participations in
any Swingline Outstandings acquired pursuant to this paragraph, and thereafter
payments in respect of such Swingline Outstandings shall be made to Agent Bank
and not to the Swingline Lender.  Any amounts received by the
Swingline Lender from Borrowers (or other party on behalf of Borrowers) in
respect of Swingline Outstandings after receipt by the Swingline Lender of the
proceeds of a sale of participations therein shall be promptly remitted to Agent
Bank; any such amounts received by Agent Bank shall be promptly remitted by
Agent Bank to the Lenders that shall have made their payments pursuant to this
paragraph and to the Swingline Lender, as their interests may
appear.  The purchase of participations in Swingline Outstandings
pursuant to this paragraph shall not relieve Borrowers of any default in the
payment thereof.

     

     

    2.8.6.    
  Each Lender's obligation to advance Borrowings in the proportionate
amount of its Syndication Interest in the Credit Facility of any unreimbursed
Swingline Outstandings pursuant hereto is irrevocable and several, and not joint
or joint and several.  The failure of any Lender to perform its
obligation to advance a Borrowing in a proportionate amount of such Lender's
Syndication Interest of any unreimbursed Swingline Outstandings shall neither
relieve any other Lender of its obligation hereunder to advance such Borrowing
in the amount of such other Lender's proportionate Syndication Interest of such
amount, nor relieve the Lender which has failed to fund of its obligations to
Borrower hereunder.  The Borrower agrees to accept the Borrowings for
payment of Swingline Outstandings as provided hereinabove, whether or not such
Borrowings could have been made pursuant to the terms of Article III B, or any
other section of this Credit Agreement.


    
      
        
        

      

      
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    2.9.          Issuance of Letters of
Credit.

     

     

    2.9.1.   
   Any Authorized Officer of Borrower may from time to time
request that a Standby Letter of Credit or Commercial Letter of Credit be issued
by delivering to L/C Issuer (with a copy to the Agent Bank) on a Banking
Business Day, at least five (5) Banking Business Days prior to the date of such
proposed issuance, an L/C Agreement in L/C Issuer's then standard form
(consistent with the terms of the Credit Agreement), completed to the
satisfaction of L/C Issuer and such other certificates as the L/C Issuer may
reasonably request; provided, however, that no Letter of Credit shall be issued
(i) if any Default or Event of Default has occurred and remains continuing, or
(ii) if after giving effect to the issuance thereof, the aggregate Stated Amount
of outstanding Letters of Credit would exceed Two Million Five Hundred Thousand
Dollars ($2,500,000.00), or (iii) the Stated Amount of the requested Letter of
Credit exceeds the Maximum Availability.  Provided, however, L/C
Issuer shall be under no obligation to issue any Letter of Credit if any Lender
is at such time a Deteriorating Lender, unless the Agent Bank has received
Participant Cash Collateralization or similar security satisfactory to the L/C
Issuer (in its sole discretion) from such Deteriorating Lender in respect of
such Deteriorating Lender’s obligation to fund under Section 2.09(c) or (d) or
has received from Borrower Cash to be deposited in the Cash Collateral Account
in the amount of such Deteriorating Lender's obligation to fund under Section
2.09(c) or (d).  Such Deteriorating Lender hereby grants to the Agent
Bank, for the benefit of the L/C Issuer, a security interest in all such
Participant Cash Collateralization and all proceeds of the foregoing.
Participant Cash Collateralization shall be maintained in blocked, deposit
accounts at Agent Bank and may be invested in Cash Equivalents reasonably
acceptable to the Agent Bank. If at any time the Agent Bank determines that any
funds held as Participant Cash Collateralization are subject to any right or
claim of any Person other than the Agent Bank or that the total amount of such
funds is less than the aggregate L/C Exposure in respect of such Deteriorating
Lender, the Borrower will, promptly upon demand by the Agent Bank, pay to the
Agent Bank, as additional funds to be deposited into the Cash Collateral
Account, an amount equal to the excess of (x) such aggregate L/C Exposure over
(y) the total amount of funds, if any, then held as Participant Cash
Collateralization that the Agent Bank determines to be free and clear of any
such right and claim. Upon the drawing of any Letter of Credit for which funds
are on deposit as Participant Cash Collateralization or in the Cash Collateral
Account, such funds shall be applied to reimburse the L/C
Issuer.


    
      
        
        

      

      
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    2.9.2.   
   Each Letter of Credit shall be issued by the L/C Issuer on the
Banking Business Day specified in the Borrower's application
therefor.  Each request for a Letter of Credit and each Letter of
Credit shall be subject to the Uniform Customs and Practice for Documentary
Credits, International Chamber of Commerce Publication New 1994 Revision No.
500, or any successor publication then in effect.  Each Standby Letter
of Credit will be issued for a term not greater than one (1) year and shall not
include any provision for automatic renewal.  Each Commercial Letter
of Credit will be issued for a term not greater than one hundred eighty (180)
calendar days.  In no event shall any Letter of Credit have a Stated
Expiry Date later than thirty (30) days prior to the Maturity
Date.  Promptly after receipt of each request for the issuance of a
Letter of Credit and immediately prior to the issuance thereof, L/C Issuer shall
obtain telephonic verification from Agent Bank that the amount of such request
does not exceed the then Available Borrowings.  The L/C Issuer shall
promptly notify the Agent Bank of the aggregate L/C Exposure of outstanding
Letters of Credit each time there is a change therein.

     

     

    2.9.3.    
  Upon presentation of a draft drawn under any Letter of Credit, L/C
Issuer shall promptly notify the Agent Bank and Borrower of the amount under
such draft and the date upon which such draft is to be funded.  On or
before two (2) Banking Business Days following such notice (unless Borrower has
made other arrangements acceptable to the L/C Issuer to pay the amount of such
draft in full), Borrower shall advance to L/C Issuer the amount of such draft
from Borrower's available funds or shall request a Borrowing under the Credit
Facility in an amount sufficient to pay the amount of such draft in
full.  The Agent Bank, upon receipt of such funds from the Lenders,
shall automatically provide such amount to the L/C Issuer for payment of the
amount of such draft and the balance of the Borrowing shall be deposited in
immediately available funds to the Designated Deposit Account.  In the
event Borrower fails to advance to L/C Issuer the amount of such draft from
Borrower's available funds or to request a Borrowing within two (2) Banking
Business Days from receipt of the notice as specified above, on the third (3rd)
Banking Business Day following Agent Bank's receipt of such notice, Agent Bank
shall, without notice to or consent of the Borrower and without regard to any
other conditions precedent for the making of Borrowings under the Credit
Facility, request a Borrowing to be made and Lenders agree to fund such
Borrowing under the Credit Facility in the amount necessary to pay the amount of
such draft in full.  Upon the occurrence of any Event of Default, L/C
Issuer shall, without notice or further authorization or consent of Borrower
whatsoever, be authorized to immediately cause the Cash Collateral Account to be
established and funded by Lenders with a Borrowing advanced to Agent Bank equal
to the aggregate amount of the L/C Exposure then outstanding.  All
amounts held by L/C Issuer in the Cash Collateral Account shall be held as
security for the repayment of any L/C Reimbursement Obligation thereafter
arising pursuant to the terms of the L/C Agreement(s) and the Cash Collateral
Pledge Agreement.  Borrowings advanced by Lenders to pay drafts drawn
upon or to secure repayment of the L/C Exposure under Letters of Credit pursuant
to this subsection shall: (i) constitute Borrowings under the Credit Facility,
(ii) initially be Base Rate Loans and (iii) be subject to all of the provisions
of this Credit Agreement concerning Borrowings under the Credit Facility, except
that such Borrowings shall be made upon demand of the Agent Bank as set forth
above rather than upon Notice of Borrowing by Borrower and shall be made,
notwithstanding anything in this Credit Agreement to the contrary, without
regard to any other conditions precedent to the making of Borrowings under the
Credit Agreement and notwithstanding any Default or Event of Default
thereunder.  All amounts paid by L/C Issuer on a draft drawn under any
Letter of Credit which has not been funded or concurrently reimbursed by
Borrower or through a Borrowing as provided hereinabove, shall bear interest at
the Base Rate plus the Applicable Margin per annum until repaid or reimbursed to
L/C Issuer.


    
      
        
        

      

      
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    2.9.4.   
   In the event Agent Bank fails or is restrained, prohibited or
restricted from causing a Borrowing to be made as provided in (b) above or
Lenders are restrained, prohibited or restricted from funding a Borrowing as
provided in (b) above, the L/C Issuer may by written notice given to Agent Bank
not later than 11:00 a.m. on any Banking Business Day require the Lenders to
acquire participations on the next Banking Business Day in the subject L/C
Reimbursement Obligation.  Such notice shall specify the aggregate
amount of the L/C Reimbursement Obligation in which Lenders will
participate.  Promptly upon receipt of such notice, Agent Bank will
give notice thereof to each Lender, specifying in such notice such Lender’s
applicable Pro Rata Share percentage of such L/C Reimbursement
Obligation.  Each Lender hereby absolutely and unconditionally agrees,
upon receipt of notice as provided above, to pay to Agent Bank, for the account
of the L/C Issuer, such Lender’s Pro Rata Share of such L/C Reimbursement
Obligation.  Each Lender acknowledges and agrees that its obligation
to acquire participations in the L/C Reimbursement Obligation pursuant to this
paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or an Event of Default, and that each such payment shall be made without any
offset, abatement, withholding or reduction whatsoever (provided that such
payment shall not cause the unpaid balance of principal owing to such Lender
under the Bank Facilities to exceed such Lender’s Syndication Interest in the
Credit Facility).  Each Lender shall comply with its obligation under
this paragraph by wire transfer of immediately available funds, in the same
manner as provided in Section 2.03(a) with respect to Borrowings made by such
Lender, and Agent Bank shall promptly pay to the L/C Issuer the amounts so
received by it from the Lenders.  Agent Bank shall notify Borrower of
any participations in any L/C Reimbursement Obligation acquired pursuant to this
paragraph, and thereafter payments in respect of such L/C Reimbursement
Obligation shall be made to Agent Bank and not to the L/C Issuer.  Any
amounts received by the L/C Issuer from Borrower (or other party on behalf of
Borrower) in respect of any L/C Reimbursement Obligation after receipt by the
L/C Issuer of the proceeds of a sale of participations therein shall be promptly
remitted to Agent Bank; any such amounts received by Agent Bank shall be
promptly remitted by Agent Bank to the Lenders that shall have made their
payments pursuant to this paragraph and to the L/C Issuer, as their interests
may appear.  The purchase of participations in any L/C Reimbursement
Obligation pursuant to this paragraph shall not relieve Borrower of any default
in the payment thereof.


    
      
        
        

      

      
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    2.9.5.     
 Each Lender's obligation to advance Borrowings in the proportionate amount
of its Syndication Interest in the Credit Facility of any unreimbursed amounts
outstanding under any Letter of Credit pursuant hereto is several, and not joint
or joint and several.  The failure of any Lender to perform its
obligation to advance a Borrowing in a proportionate amount of such Lender's
Syndication Interest of any unreimbursed amounts outstanding under a Letter of
Credit will not relieve any other Lender of its obligation hereunder to advance
such Borrowing in the amount of such other Lender's proportionate Syndication
Interest of such amount, nor relieve the Lender which has failed to fund of its
obligation to fund hereunder.  The Borrower agrees to accept the
Borrowings for payment of Letters of Credit as provided hereinabove, whether or
not such Borrowings could have been made pursuant to the terms of Article III B
or C, or any other section of the Credit Agreement.

     

     

    2.9.6.   
   Letters of Credit shall be used and issued for the benefit of
Borrower for the general corporate purposes of Borrower relating to the
Hotel/Casino Facility.

     

     

    2.9.7.     
 The obligations of Borrower under this Credit Agreement and any L/C
Agreement to reimburse L/C Issuer for a drawing under a Letter of Credit, and to
repay any drawing under a Letter of Credit funded by any Borrowing under the
Credit Facility, shall be unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Credit Agreement and each such
other L/C Agreement under all circumstances, including the
following:  (i) any lack of validity or enforceability of this Credit
Agreement or any L/C Agreement; (ii) the existence of any claim, setoff, defense
or other right that Borrower may have at any time against any beneficiary or any
transferee of any Letter of Credit (or any person for whom any such beneficiary
or any such transferee may be acting), L/C Issuer or any other person, whether
in connection with this Agreement, the transactions contemplated hereby or by
the L/C Agreement or any unrelated transaction; (iii) any draft, demand,
certificate or other document presented under any Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any Letter of Credit; or any defense based upon the failure of any drawing
under a Letter of Credit to conform to the terms of the Letter of Credit or any
non-application or misapplication by the beneficiary of the proceeds of such
drawing; or (iv) any other circumstance or happening whatsoever, whether or not
similar to any of the foregoing, including any other circumstance that might
otherwise constitute a defense available to, or a discharge of, Borrower;
provided, however, that neither Borrower nor any Lender shall be obligated to
reimburse L/C Issuer for any wrongful payment finally determined by a court of
competent jurisdiction to have been made by L/C Issuer as a result of acts or
omissions constituting willful misconduct or gross negligence on the part of L/C
Issuer.  To the extent that any provision of any L/C Agreement is
inconsistent with the provisions of this Section 2.09, the provisions of this
Section 2.09 shall control.


    
      
        
        

      

      
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    2.10.        Fees.

     

     

    2.10.1.     On
the Restatement Effective Date and on each other applicable date, Borrower shall
pay the fees as required in the Fee Side Letter, each of such fees to be
retained by Agent Bank or distributed to Lenders as agreed between Agent Bank
and each Lender.

     

     

    2.10.2.     Borrower
shall pay a quarterly nonusage fee (the "Commitment Fee") to the Agent Bank for
the account of each Lender that is not a Defaulting Lender based on the Total
Leverage Ratio, calculated as of each Fiscal Quarter end following the
Restatement Effective Date with reference to the Borrower, to determine the
applicable Commitment Percentage determined as set forth in Table Two of the
definition of Applicable Margin.  As of the Restatement Effective
Date, the Commitment Percentage shall be set in accordance with the Closing
Pricing Certificate to be delivered by Borrower to Agent Bank on the Restatement
Effective Date pursuant to Section 3.17(b); provided that in no event shall the
Commitment Percentage be less than 0.75% during the period commencing on the
Restatement Effective Date and continuing until June 1, 2009.

     

    The
Commitment Fee shall commence to accrue on the Restatement Effective Date and
shall be calculated as the product of (i) the applicable Commitment Percentage
multiplied by (ii) the daily average of the Aggregate Commitment less the daily
average of the Funded Outstandings and less the daily average of L/C Exposure
computed on the basis of a three hundred sixty (360) day year based on the
number of actual days elapsed.  Each Commitment Fee shall be payable
in arrears on a quarterly basis on the last Banking Business Day of each
applicable Fiscal Quarter, and upon Bank Facility Termination.  Each
Commitment Fee shall be promptly distributed by Agent Bank to each Lender that
is not a Defaulting Lender in proportion to their respective Syndication
Interests in the Credit Facility, as in effect from time to time during each
applicable Fiscal Quarter.

     

    2.10.3.     Borrower
shall pay to the Agent Bank a letter of credit fee ("L/C Fee") equal to the
Stated Amount of each such Letter of Credit multiplied by the LIBO Rate Margin,
as set forth in Table One of the definition of Applicable Margin in effect as of
the first day of the applicable Fiscal Quarter calculated on a per annum basis,
due and payable quarterly in arrears on the last Banking Business Day of each
Fiscal Quarter and on the Stated Expiry Date of each such Letter of
Credit.  Each L/C Fee shall be promptly distributed by Agent Bank to
each Lender that is not a Defaulting Lender in proportion to their respective
Pro Rata Shares, as in effect from time to time during each applicable Fiscal
Quarter.

     

     

    2.10.4.     Additionally,
the Borrower shall pay directly to the L/C Issuer for its own account a fronting
fee in an amount equal to 0.250% multiplied by the Stated Amount of each Letter
of Credit (regardless of the term of such Letter of Credit) which shall be
payable upon the issuance of and any renewal or extension of any Letter of
Credit (whether by amendment, automatic or otherwise). In addition, the Borrower
shall pay directly to the L/C Issuer for its own account the customary issuance,
presentation, amendment, transfer, negotiation and other processing fees, and
other standard costs and charges, of the L/C Issuer relating to Letters of
Credit as from time to time in effect. Such fees and charges are due and payable
on demand and are nonrefundable.


    
      
        
        

      

      
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    2.11.        Late Charges and Default
Rate.

     

     

    2.11.1.     If
any payment due under the Revolving Credit Note is not paid by the end of any
applicable grace period as provided in Article VII hereof, within one (1)
Banking Business Day after receipt by Borrower of written notice of such
nonpayment from Agent Bank, Borrower promises to pay a late charge in the amount
of three percent (3%) of the amount of such delinquent payment and Agent Bank
need not accept any late payment made unless it is accompanied by such three
percent (3%) late payment charge.  Any late charge shall be paid to
Lenders in proportion to their respective Syndication Interests.

     

     

    2.11.2.     In
the event of the existence of an Event of Default, commencing on the first (1st)
Banking Business Day following the receipt by Borrower of written notice of the
occurrence of such Event of Default from Agent Bank: (i) the total of the unpaid
balance of the principal and the then accrued and unpaid interest owing under
each of the Notes shall commence accruing interest at a rate equal to two
percent (2.0%) per annum over the interest rate otherwise applicable to each
such Note (the "Default Rate"), and (ii) the L/C Fee shall be increased by two
percent (2.0%) per annum, in each case to continue until all Events of Default
which may exist have been cured, at which time the interest rate shall revert to
the rate of interest otherwise accruing pursuant to the terms of each such Note
and the L/C Fee shall revert to the per annum rate set forth in Section
2.10(c).

     

     

    2.11.3.     In
the event of the occurrence of an Event of Default, Borrower agrees to pay all
reasonable costs of collection, including the reasonable attorneys' fees
incurred by Agent Bank, in addition to and at the time of the payment of such
sum of money and/or the performance of such acts as may be required to cure such
Event of Default.  In the event legal action is commenced for the
collection of any sums owing hereunder or under the terms of the Revolving
Credit Note or the Swingline Note, the Borrower agrees that any judgment issued
as a consequence of such action against Borrower shall bear interest at a rate
equal to the Default Rate until fully paid.


    
      
        
        

      

      
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    2.12.    
   Net
Payments.  All payments under this Credit Agreement and the
Revolving Credit Note, the Swingline Note and/or a L/C Reimbursement Obligation
shall be made without set-off, counterclaim, recoupment or defense of any kind
and in such amounts as may be necessary in order that all such payments, after
deduction or withholding for or on account of any future taxes, levies, imposts,
duties or other charges of whatsoever nature imposed by the United States or any
Governmental Authority, other than franchise taxes or any tax on or measured by
the gross receipts or overall net income of any Lender pursuant to the income
tax laws of the United States or any State, or the jurisdiction where each
Lender's principal office is located (collectively "Taxes"), shall not be less
than the amounts otherwise specified to be paid under this Credit Agreement and
the Notes.  A certificate as to any additional amounts payable to the
Lenders under this Section 2.12 submitted to the Borrower by the Lenders shall
show in reasonable detail an accounting of the amount payable and the
calculations used to determine in good faith such amount and shall be conclusive
absent manifest or demonstrable error.  Any amounts payable by the
Borrower under this Section 2.12 with respect to past payments shall be due
within ten (10) days following receipt by the Borrower of such certificate from
the Lenders; any such amounts payable with respect to future payments shall be
due within ten (10) days after demand with such future payments.  With
respect to each deduction or withholding for or on account of any Taxes, the
Borrower shall promptly furnish to the Lenders such certificates, receipts and
other documents as may be required (in the reasonable judgment of the Lenders)
to establish any tax credit to which the Lenders may be entitled.  If
a Lender or any of its successors or assigns is a foreign person (i.e., a person
other than a United States person for United States federal income tax
purposes), Lender shall:

     

     

    2.12.1.     Not
later than the first date of any payment by the Borrower hereunder (or, in the
case of a successor or assignee of a Lender, the date such successor or assignee
becomes a successor or assignee) deliver to Borrower and Agent Bank one accurate
and complete signed original of Internal Revenue Service Form W-8BEN or W-8ECI
(as applicable to it) or any successor form ("Form W-8BEN"), or one accurate and
complete signed original certificate required by Treasury Regulation Section
1.1441-1(a) or Section 1.1441-6(c) or any successor form ("Form 1.1441"), as
appropriate, in each case indicating that such Lender (or such successor or
assign, as applicable) is on the date of delivery thereof entitled to receive
payments of principal, interest and fees under this Credit Agreement free from
withholding of United States federal income tax;

     

     

    2.12.2.     If
at any time such Lender makes any changes necessitating a new Form W-8BEN or
Form 1.1441, with reasonable promptness deliver to Borrower and Agent Bank in
replacement for, or in addition to, the forms previously delivered by it
hereunder, one accurate and complete signed original of form W-8BEN or Form
1.1441, as appropriate, in each case indicating that it is on the date of
delivery thereof entitled to receive payments of principal, interest and fees
under this Credit Agreement free from withholding of United States federal
income tax; and


    
      
        
        

      

      
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    2.12.3.     Promptly
upon Agent Bank's or Borrower's reasonable request to that effect, deliver to
Borrower and Agent Bank such other forms or similar documentation as may be
required from time to time by applicable law, treaty, rule or regulation in
order to establish its tax status for withholding purposes.

     

     

    2.13.   
    Increased
Costs.  If after the date hereof the adoption of, or any change
in, any applicable law, rule or regulation (including without limitation
Regulation D of the Board of Governors of the Federal Reserve System and any
successor thereto), or any change in the interpretation or administration
thereof by any Governmental Authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any Lender
with any future request or future directive (whether or not having the force of
law) of any such Governmental Authority, central bank or comparable
agency:

     

     

    2.13.1.     Shall
subject any Lender to any tax, duty or other charge payable to the United States
or any Governmental Authority with respect to the Credit Facility, the Revolving
Credit Note, the Swingline Note or such Lender's obligation to make any funding
of the Credit Facility, or shall change the basis of taxation of payments to
such Lender of the principal of, or interest on, the Credit Facility or any
other amounts due under the Revolving Credit Note and/or the Swingline Note in
respect of the Credit Facility or such Lender's obligation to fund the Credit
Facility (except for changes in the rate of tax on the overall net income of
such Lender imposed by the United States or any Governmental Authority pursuant
to the income tax laws of the United States or any State, or the jurisdiction
where each Lender's principal office is located); or

     

     

    2.13.2.     With
respect to the Credit Facility or the obligation of the Requisite Lenders to
advance Borrowings under the Credit Facility, shall impose, modify or deem
applicable any reserve imposed by the Board of Governors of the Federal Reserve
System, special deposit, capitalization, capital adequacy or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
Requisite Lenders; or

     

     

    2.13.3.     Shall
impose on any Lender any other condition affecting the Credit Facility, the
Revolving Credit Note or such Lender's obligation to advance Borrowings under
the Credit Facility;

     

    and the
result of any of the foregoing, as set forth in subsections (a), (b) or (c) is
to increase the cost to (or in the case of Regulation D or reserve requirements
referred to above or a successor thereto, to impose a cost on) such Lender of
making or maintaining the Credit Facility, or to reduce the amount of any sum or
rate of return received or receivable by such Lender under the Revolving Credit
Note, then within ten (10) days after demand by such Lender (which demand shall
be accompanied by a certificate setting forth the basis of such demand), the
Borrower shall pay directly to such Lender such additional amount or amounts as
will compensate such Lender for such increased cost (or in the case of
Regulation D or reserve requirements referred to above or a successor thereto,
such costs which may be imposed upon such Lender) or such reduction of any sum
or rate of return received or receivable under the Revolving Credit
Note.  A certificate as to any additional amounts payable to any
Lender under this Section 2.13 submitted to the Borrower by such Lender shall
show in reasonable detail an accounting of the amount payable and the
calculations used to determine in good faith such amount and shall be conclusive
absent manifest or demonstrable error.  Each Lender agrees to use its
reasonable efforts not materially disadvantageous to it (in its reasonable
determination) to minimize such increased or imposed costs or such
reduction.


    
      
        
        

      

      
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    2.14.      
 Mitigation;
Exculpation.

     

     

    2.14.1.     Each
Lender agrees that it will promptly notify the Borrower in writing upon its
becoming aware that any payments are to become due to it under this Credit
Agreement pursuant to Section 2.12 or 2.13.  Each Lender further
agrees that it will use reasonable efforts not materially disadvantageous to it
(in its reasonable determination) in order to avoid or minimize, as the case may
be, the payment by the Borrower of any additional amounts pursuant to Section
2.12 or 2.13.  Each Lender represents, to the best of its knowledge,
that as of the Restatement Effective Date no such amounts are payable to
it.

     

     

    2.14.2.     Borrower
shall not be liable to any Lender for any payments under Section 2.12 or 2.13
arising to the extent of such Lender's gross negligence or willful misconduct or
breach of any laws (other than as a result of Borrower's breach), or for amounts
which were incurred more than ninety (90) days prior to the date Borrower are
notified of the incurrence of such amount.

     

     

    2.15.     Guaranty
Agreement.  As additional security for the due and punctual
payment and performance of the Credit Facility and each of the terms, covenants,
representations, warranties and provisions herein contained and contained in
each of the Loan Documents, on or before the Restatement Effective Date MCRI
shall execute the Guaranty in the form of Exhibit I affixed hereto.

     

     

    3.

    CONDITIONS PRECEDENT TO THE
RESTATEMENT EFFECTIVE DATE

    


    A.     Closing
Conditions.  The obligation of each of the Banks to fund the
Closing Disbursements under the Credit Facility is subject to the following
conditions precedent, each of which shall be satisfied on or before January 23,
2009 (unless all of the Banks, in their sole and absolute discretion, shall
agree otherwise).  The occurrence of the Restatement Effective Date is
subject to and contingent upon Agent Bank having received, in each case in form
and substance reasonably satisfactory to Agent Bank, or in the case of an
occurrence, action or event, the occurrence of, each of the
following:


    
      
        
        

      

      
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    3.1.          Credit
Agreement.  Executed counterparts of this Credit Agreement in
sufficient duplicate originals for Borrower and each of the Banks.

     

     

    3.2.          The Notes and
Guaranty.

     

     

    3.2.1.   
   The Revolving Credit Note (including each Replacement Note as
may be requested under Section 2.05(i)) duly executed by the Borrower, payable
to the order of Agent Bank, on behalf of the Lenders.

     

     

    3.2.2.  
    The Swingline Note duly executed by the Borrower,
payable to the order of Swingline Lender.

     

     

    3.2.3.   
   The Guaranty duly executed by MCRI in favor of Agent Bank, on
behalf of the Lenders.

     

     

    3.3.          Security
Documentation.  The Security Documentation duly executed by
Borrower or other applicable party thereto, consisting of the
following:  

     

     

    3.3.1.    
  First Amendment to Deed of Trust;

     

     

    3.3.2.   
   the UCC Amendment Statements for each of the Financing
Statements;

     

     

    3.3.3.   
   First Amendment to Assignment of Entitlements, Contracts,
Rents and Revenues; and

     

     

    3.3.4.    
  First Amendment to Trademark Security Agreement.

     

     

    3.4.          Other Loan
Documents.  The following Loan Documents duly executed by
Borrower and each other applicable party thereto consisting of the following:



    
      
        
        

      

      
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    3.4.1.    
  Environmental Certificate.

     

     

    3.4.2.  
    Cash Collateral Pledge Agreement.

     

     

    3.4.3.     
 CC Skybridge Estoppel.

     

     

    3.5.          Articles of Incorporation,
Bylaws, Corporate Resolutions, Certificates of Good Standing and Closing
Certificate.  On or before the Restatement Effective Date,
Agent Bank shall have received from each of the Borrower and MCRI: (i) a
Certificate of Good Standing issued by the Secretary of State of the State of
Nevada and dated within thirty (30) Banking Business Days of the Restatement
Effective Date, (ii) a copy of the articles of incorporation and by-laws of
Borrower and MCRI certified to be true and correct by an Authorized Officer,
(iii) an original Certificate of Corporate Resolution and Certificate of
Incumbency executed by the respective Secretaries of Borrower and MCRI and
attested to by its respective President, Vice President, or Treasurer
authorizing Borrower and MCRI  to enter into all documents and
agreements to be executed by them pursuant to this Credit Agreement and further
authorizing and empowering the officer or officers who will execute such
documents and agreements with the authority and power to execute such documents
and agreements on behalf of Borrower and MCRI, (iv) designation by corporate
certificate ("Authorized Officer Certificate"), substantially in the form of the
Authorized Officer Certificate marked "Exhibit G", affixed hereto and by this
reference incorporated herein and made a part hereof, of the officers of
Borrower who are authorized to give Notices of Borrowing,
Continuation/Conversion Notices, Closing Pricing Certificate, Compliance
Certificates and all other notices, requests, reports, consents, certifications
and authorizations on behalf of the Borrower, each individually an "Authorized
Officer" and collectively the "Authorized Officers", and (v) an original closing
certificate ("Closing Certificate"), substantially in the form of the Closing
Certificate marked "Exhibit H", affixed hereto and by this reference
incorporated herein and made a part hereof, duly executed by an Authorized
Officer of Borrower.

     

     

    3.6.          Opinion of
Counsel.  Opinion of counsel to the Borrower and Guarantor,
dated as of the Restatement Effective Date and addressed to the Agent Bank on
behalf of itself and each of the Banks, together with their respective
successors and assigns, substantially in the form of the legal opinion marked
"Exhibit J", affixed hereto and by this reference incorporated herein and made a
part hereof.

     

     

    3.7.          Title Policy
Endorsements.  As of the Restatement Effective Date, the Title
Endorsements (or proforma commitment for the issuance thereof) consistent with
the requirements of the Closing Instructions.


    
      
        
        

      

      
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    3.8.          Survey.  If
required by Title Insurance Company as a condition for the issuance of the Title
Policy Endorsement in compliance with the Closing Instructions, a current
boundary and location survey for the Real Property delivered to Agent Bank no
less than ten (10) Banking Business Days prior to the Restatement Effective
Date, which must (a) be certified to Agent Bank and the Title Insurance Company,
(b) show the Real Property to be free of encroachments, overlaps, and other
survey defects, (c) show the courses and distances of the lot lines for the Real
Property, (d) show that all existing improvements are located within said lot
and building lines, and (e) show the location  of all above and below
ground easements, improvements, appurtenances, utilities, rights-of-way, water
rights and ingress and egress, by reference to book and page numbers and/or
filed map reference.  On or before the Restatement Effective Date, all
other survey requirements of Title Insurance Company for the issuance of the
Title Policy Endorsements.

     

     

    3.9.          Payment of
Taxes.  Evidence satisfactory to Agent Bank that all past and
current real and personal property taxes and assessments which are presently due
and payable applicable to the Real Property have been paid in full.

     

     

    3.10.     
  Insurance.  Copies
of declaration pages of each insurance policy, certified to be true and correct
in all respects by an Authorized Officer of Borrower, together with original
binders evidencing Borrower as the named insured, and original certificates of
insurance, loss payee and mortgagee endorsements naming Agent Bank as mortgagee,
loss payee and additional insured as required by the insurance provisions set
forth in Section 5.09 of this Credit Agreement.

     

     

    3.11.     
  Payment of
Fees and Existing Bank Loan.  Payment by Borrower to Agent Bank
of the fees to the extent then due and payable on the Restatement Effective Date
as provided in Section 2.10(a) hereinabove.  The Existing Lenders
shall be fully reimbursed for their respective pro rata shares of all loans,
advances, accrued interest, fees and other obligations outstanding under the
Existing Bank Loan as of the Restatement Effective Date.

     

     

    3.12.   
    Reimbursement for Expenses
and Fees.  Reimbursement by Borrower for all reasonable fees
and out-of-pocket expenses incurred by Agent Bank in connection with the Credit
Facility, including, but not limited to, escrow charges, title insurance
premiums, environmental examinations, recording fees, appraisal fees, reasonable
attorney's fees of Henderson & Morgan, LLC and insurance consultant fees,
and all other like fees and expenses remaining unpaid as of the Restatement
Effective Date to the extent then due and payable on the Restatement Effective
Date, provided that the amount then invoiced shall not thereafter preclude
Borrower's obligation to pay such costs and expenses relating to the closing of
the Credit Facility following the Restatement Effective Date or to reimburse
Agent Bank for the payment thereof.


    
      
        
        

      

      
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    3.13.     
  Schedules
of Spaceleases and Equipment Leases and Contracts.  The
Schedules of Spaceleases (Schedule 4.15) and Equipment Leases and Contracts
(Schedule 4.16) in each instance setting forth the name of the other party
thereto, a brief description of each spacelease, equipment lease and contract
and the commencement and ending date thereof.

     

     

    3.14.     
  Phase I
Environmental Site Assessments.

     

     

    3.14.1.     An
Environmental Risk Disclosure Questionnaire in the standard form currently used
by WFB with respect to real estate secured loans fully completed by Borrower and
delivered to Agent Bank.

     

     

    3.14.2.     Borrower
hereby confirms the representations contained in Sections 2.1 and 2.2 of the
Environmental Certificate are true and correct in all respects, except with
respect to the matters disclosed on the Schedule of Significant
Litigation.

     

     

    3.14.3.     Agent
Bank shall have received evidence of flood insurance coverage for all portions
of the Real Property that are located in: (i) an area designated by the Federal
Emergency Management Agency as having special flood or mud hazards; and (ii) a
community that participates in the National Flood Insurance Program; all in
compliance with any applicable regulations of the Board of Governors of the
Federal Reserve System.

     

     

    3.15.   
    Skybridge
Documentation.  A true and correct copy of the CC Skybridge
Agreement and CC Skybridge Peckham Lane Entitlements and of all amendments and
modifications to such Skybridge Documentation.

     

     

    3.16.    
   Gaming
Permits.  Copy of the Gaming Permits issued by the Nevada
Gaming Authorities evidencing the right of the Borrower to conduct gaming
activities and games of chance at the Hotel/Casino Facility.

     

     

    3.17.      
 Financial
Statements, Pricing Certificate and Total Leverage Ratio
Certification.

     

     

    3.17.1.     Audited
financial statements of the Borrower for the most recently ended Fiscal Year, to
the extent the same have been prepared and are available.


    
      
        
        

      

      
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    3.17.2.     A
certificate (the "Closing Pricing Certificate") in the form of the Closing
Pricing Certificate affixed hereto as "Exhibit F", setting forth the Total
Leverage Ratio of the Borrower determined as of the end of the four (4)
consecutive Fiscal Quarter period ending December 31, 2008, giving pro forma
effect to the occurrence of the Restatement Effective Date and advance of the
Closing Disbursement hereunder based upon unaudited Adjusted
EBITDA.  The Applicable Margin shall be subject to adjustment based on
the Compliance Certificate to be delivered for the fiscal period ended December
31, 2008 under Section 5.08(f).

     

     

    3.18.    
   Schedule of all Significant
Litigation.  A Schedule of Significant Litigation (Schedule
3.18) involving any member of the MCRI Consolidation, in each instance setting
forth the names of the other parties thereto, a brief description of such
litigation, whether or not such litigation is covered by insurance and, if so,
whether the defense thereof and liability therefor has been accepted by the
applicable insurance company indicating whether such acceptance of such defenses
with or without a reservation of rights, the commencement date of such
litigation and the amount sought to be recovered by the adverse parties thereto
or the amount which is otherwise in controversy.

     

     

    3.19.      
 No Injunction or
Other Litigation.  No law or regulation shall prohibit, and no
order, judgment or decree of any Governmental Authority shall, and no litigation
shall be pending or threatened which in the reasonable judgment of the Agent
Bank would or would reasonably be expected to, enjoin, prohibit, limit or
restrain the execution and delivery of this Credit Agreement or the making of
any advance under the Credit Facility.

     

     

    3.20.      
 Additional
Documents and Statements.  As of the Restatement Effective Date
such additional documents, affidavits, certificates and opinions as Requisite
Lenders may reasonably require to insure compliance with this Credit
Agreement.  The statements set forth in Section 3.22 shall be true and
correct.

     

    B.         
  Conditions
Precedent to all Borrowings, Swingline Advances and Letters of
Credit.  The obligation of each Lender and Agent Bank to
advance any Borrowing requested to be made on any Funding Date is (except
Borrowings made upon the demand of Agent Bank for the purpose of funding
repayment of Swingline Outstandings and/or L/C Reimbursement Obligations), and
the obligation of Swingline Lender to fund Swingline Advances and the obligation
of L/C Issuer to issue Letters of Credit are, in each case, subject to the
occurrence of each of the following conditions precedent as of such Funding
Date, Swingline Issuance Date and/or L/C Issuance Date, as the case may
be:


    
      
        
        

      

      
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    3.21.     
  Notices.

     

     

    3.21.1.     With
respect to any Borrowing, the Agent Bank shall have received in accordance with
Section 2.03 on or before such Funding Date an original and duly executed Notice
of Borrowing or facsimile copy thereof, to be promptly followed by an
original.

     

     

    3.21.2.     With
respect to any Swingline Advance, the Swingline Lender shall have received in
accordance with Section 2.08 on or before such Swingline Issuance Date an
original and duly executed Notice of Swingline Advance or facsimile copy
thereof, to be promptly followed by an original.

     

     

    3.21.3.     With
respect to the issuance of any Letter of Credit, the L/C Issuer shall have
received in accordance with Section 2.09 on or before such L/C Issuance Date an
original and duly executed L/C Agreement.

     

     

    3.22.     
  Certain
Statements.  On the Restatement Effective Date and as of the
Funding Date the following statements shall be true and correct:

     

     

    3.22.1.     The
representations and warranties with respect to the Borrower and MCRI contained
in Article IV hereof (other than representations and warranties which expressly
speak only as of a different date which shall be true and correct as of such
date) are true and correct on and as of the Funding Date and as of the
Restatement Effective Date in all material respects as though made on and as of
that date, except to the extent that such representations and warranties are not
true and correct as a result of a change which is permitted by this Credit
Agreement or by any other Loan Document, or which is otherwise consented to by
Requisite Lenders;

     

     

    3.22.2.     The
representations and certifications contained in the Environmental Certificate
are true and correct in all material respects (other than representations and
warranties which expressly speak only as of a different date which shall be true
and correct as of such date);

     

     

    3.22.3.     Since
the date of the most recent financial statements referred to in Section 3.17 and
5.08, no material adverse change shall have occurred; and

     

     

    3.22.4.     No
event has occurred or as a result of any Borrowings contemplated hereby would
occur and is continuing, or would result from the making thereof, which
constitutes a Default or Event of Default hereunder.


    
      
        
        

      

      
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    3.23.  
     Gaming
Permits.  The Borrower shall have all Gaming Permits material
to or required for the conduct of its gaming businesses and the conduct of games
of chance at the Hotel/Casino Facility and such Gaming Permits shall not then be
suspended, enjoined or prohibited (for any length of time) by the Nevada Gaming
Authorities or any other Governmental Authority.

     

    C.          
 Additional
Conditions Precedent to Commitment Increase.  In addition to
the requirements set forth in Articles III A and B, the obligation of Lenders
(as such Lenders are defined as of the applicable date of determination) and
Agent Bank to make available the Commitment Increase is subject to and
contingent upon (i) satisfaction of each of the conditions and requirements set
forth in Section 2.01(e), and (ii) Agent Bank having received in each case in
form and substance reasonably satisfactory to Agent Bank or in the case of an
occurrence, action or event, the occurrence of each of the
following:

     

    3.24.    
   Guaranty
Affirmation.  The Guarantor shall have consented to the
Commitment Increase and ratified and affirmed the Guaranty as applicable to the
Commitment Increase.

     

     

    3.25.      
 Amendments to
Security Documents.  Borrower shall execute and deliver to
Agent Bank such amendments to the Security Documentation as may be required by
Agent Bank to add the Commitment Increase as an Obligation secured by the
Security Documentation.

     

     

    3.26.        Revolving Credit
Note.  Borrower shall execute and deliver an amendment and
restatement of the Revolving Credit Note, in a form reasonably acceptable to
Agent Bank, in the amount of the then Aggregate Commitment as increased by the
Commitment Increase.

     

     

    3.27.    
   Opinion of Counsel -
Commitment Increase.  An opinion of counsel to the Borrower and
addressed to the Agent Bank on behalf of itself and each of the Banks, together
with their respective successors and assigns, opining as to such matters as are
reasonably required by Agent Bank and the Requisite Lenders.

     

     

    3.28.     
  Endorsement of Title
Insurance Policy.  As of the Commitment Increase Effective
Date, Borrower, at Borrower's expense, shall cause the Title Insurance Policy to
be endorsed with an 108.8 or other appropriate endorsement for the purpose of
increasing the policy insured amount by the amount of the Commitment
Increase.

     

     

    3.29.     
  Reimbursement for Expenses
and Fees.  Reimbursement by Borrower for all reasonable fees
and out-of-pocket expenses incurred by Agent Bank in connection with the
Commitment Increase, including, but not limited to, title insurance premiums,
reasonable attorney's fees of Henderson & Morgan, LLC and all other like
fees and expenses relating to the Commitment Increase Effective Date, provided
that the amount then invoiced shall not thereafter preclude Borrower's
obligation to pay such costs and expenses relating to the Commitment Increase
following the Commitment Increase Effective Date or to reimburse Agent Bank for
the payment thereof.


    
      
        
        

      

      
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    3.30.     
  Pro Forma
Financial Compliance.  The Borrower shall deliver a duly
executed and completed Compliance Certificate, as of the end of the most
recently ended Fiscal Quarter, prepared on a pro forma basis based on the
assumption that the Commitment Increase had occurred one (1) year prior to the
end of the most recently ended Fiscal Quarter, evidencing pro forma compliance
with each of the Financial Covenants.

     

     

    3.31.  
     Additional Documents and
Statements.  Such additional documents, affidavits,
certificates and opinions as Agent Bank may reasonably require to insure
compliance with this Credit Agreement.  The statements set forth in
Section 3.22 shall be true and correct.

     

     

    4.

    REPRESENTATIONS AND
WARRANTIES

    


    To induce
Banks to enter into this Credit Agreement, Borrower and MCRI make the following
representations and warranties:

     

    4.1.    
     Organization; Power and
Author­ization.  Borrower and MCRI are each a corporation
duly organized and validly existing under the laws of the State of
Nevada.  Each of Borrower and MCRI (i) has all requisite corporate
power, authority and legal right to execute and deliver each document, agreement
or certificate to which it is a party or by which it is bound in connection with
the Credit Facility, to consummate the transactions and perform its obligations
hereunder and thereunder, and to own its properties and assets and to carry on
and conduct its business as presently conducted or proposed to be conducted, and
(ii) has taken all necessary corporate action to authorize the execution,
delivery and performance of this Credit Agreement and the other Loan Documents
to which it is a party or by which it is bound and to consummate the
transactions contemplated hereunder and thereunder.

     

     

    4.2.        
 No Conflict
With, Violation of or Default Under Laws or Other
Agreements.  Neither the execution and delivery of this Credit
Agreement, the Revolving Credit Note, the Swingline Note or any other Loan
Document, or any other agreement, certificate or instrument to which either
Borrower or MCRI is a party or by which it is bound in connection with the Bank
Facilities, nor the consummation of the transactions contemplated hereunder or
thereunder, nor the compliance with or performance of the terms and conditions
herein or therein, is prevented by, limited by, conflicts in any material
respect with, or will result in a material breach or violation of, or a material
default (with due notice or lapse of time or both) under, or the creation or
imposition of any lien, charge, or encumbrance of any nature whatsoever upon any
of their respective property or assets by virtue of, the terms, conditions or
provisions of (a) any indenture, evidence of indebtedness, loan or
financing  agreement, or other agreement or instrument of whatever
nature to which Borrower or MCRI is bound, or (b) any provision of any existing
law, rule, regulation, order, writ, injunction or decree of any court or
Governmental Authority to which Borrower or MCRI are subject.


    
      
        
        

      

      
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    4.3.          Litigation.  Except
as disclosed on the Schedule of Significant Litigation delivered in connection
with Section 3.18, to the best knowledge of Borrower and MCRI, after due inquiry
and investigation, there is no action, suit, proceeding, inquiry, hearing or
investigation pending or threatened, in any court of law or in equity, or before
any Governmental Authority, which reasonably would be expected to (a) result in
any Material Adverse Change in the Hotel/Casino Facility or in their respective
business, financial condition, properties or operations, (b) materially
adversely affect the Borrower's or MCRI's ability to perform their respective
obligations under the Credit Agreement and the other Loan Documents, or (c)
materially adversely affect the validity or enforceability of this Credit
Agreement and the other Loan Documents.  To the best knowledge of
Borrower and MCRI, after due inquiry and investigation, neither Borrower nor
MCRI is in violation of or default with respect to any order, writ, injunction,
decree or demand of any Governmental Authority.

     

     

    4.4.          Agreements Legal, Binding,
Valid and Enforceable.  This Credit Agreement, the Revolving
Credit Note, the Swingline Note, the Guaranty, the Security Documentation and
all other Loan Documents, when executed and delivered by Borrower and/or
Guarantor, as applicable, in connection with the Credit Facility will constitute legal,
valid and binding obligations of Borrower, enforceable against Borrower and/or
Guarantor, as applicable, in accordance with their respective terms, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium and other
laws of general application relating to or affecting the enforcement of
creditors' rights and the exercise of judicial discretion in accordance with
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law).

     

     

    4.5.          Information and Financial
Data Accurate; Financial Statements; No Adverse Event.  All
information and financial and other data previously furnished in writing by
Borrower and MCRI in connection with the Bank Facilities was true, correct and
complete in all material respects as of the date furnished (unless subsequently
corrected prior to the date hereof), and there has been no Material Adverse
Change with respect thereto to the date of this Credit Agreement since the dates
thereof.  No information has been omitted which would make the
information previously furnished in such financial statements to Banks
misleading or incorrect in any material respect to the date of this Credit
Agreement.  Any and all financial statements heretofore furnished to
Banks by Borrower and/or MCRI: (a) present fairly the financial position of
Borrower and MCRI as of their respective dates and the results of operations and
changes in financial position for the periods to which they apply, and (b) have
been prepared in conformity with GAAP applied on a consistent basis throughout
the periods involved.  Since the date of the financial statements
referred to in this Section 4.05, there has been no Material Adverse Change in
the financial condition, assets, liabilities, business or operations of Borrower
or MCRI.


    
      
        
        

      

      
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    4.6.          Governmental
Approvals.  All timely consents, approvals, orders or
authorizations of, or registrations, declarations, notices or filings with any
Governmental Authority which are required in connection with the valid execution
and delivery of this Credit Agreement and the other Loan Documents by Borrower
and the carry-out or performance of any of the transactions required or
contemplated hereunder, or thereunder, by Borrower, have been obtained or
accomplished and are in full force and effect, or can be obtained or
accomplished by Borrower.  All timely consents, approvals, orders or
authorizations of, or registrations, declarations, notices or filings with any
Governmental Authority which are required by Borrower in connection with the use
and operation of the Hotel/Casino Facility have been obtained or accomplished
and are in full force and effect.

     

     

    4.7.          Payment of
Taxes.  Borrower and MCRI have duly filed or caused to be filed
all federal, state and local tax reports and returns which are required to be
filed by them and have paid or made provisions for the payment of, all material
taxes, assessments, fees and other governmental charges which have or may have
become due pursuant to said returns or otherwise pursuant to any assessment
received by Borrower except such taxes, assessments, fees or other governmental
charges, if any, as are being contested in good faith by Borrower by appropriate
proceedings and for which Borrower or MCRI have maintained adequate reserves for
the payment thereof in accordance with GAAP.

     

     

    4.8.          Title to
Properties.  Borrower shall have good and marketable title to
the Real Property as of the Restatement Effective Date and at all times during
the term of the Bank Facilities (except for the Adjacent Driveway Property with
respect to which Borrower shall have good and marketable leasehold title and
except for the Pedestrian Crossing Air Space with respect to which Borrower
shall have a valid license).  Each of Borrower and MCRI has good and
marketable title to:  (a) all of its properties and assets reflected
in the most recent financial statements referred to in Section 4.05 hereof as
owned by them (except those properties and assets disposed of since the date of
said financial statements in the ordinary course of business or those properties
and assets which are no longer used or useful in the conduct of its businesses),
including, but not limited to, Borrower's and MCRI's interest in patents,
trademarks, tradenames, servicemarks, and licenses relating to or pertaining to
the Real Property or the Hotel/Casino Facility, and (b) all properties and
assets acquired by them subsequent to the date of the most recent financial
statements referred to in Section 4.05 hereof.  All such properties
and assets are not subject to any liens, encumbrances or restrictions except
Permitted Encumbrances.  All roads, easements and rights of way
necessary for the full utilization of the Real Property have been completed
and/or obtained.


    
      
        
        

      

      
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    4.9.          No Untrue
Statements.  All statements, representations and warranties
made by Borrower and MCRI in this Credit Agreement, any other Loan Document and
any other agreement, document, certificate or instrument previously furnished or
to be furnished by Borrower and/or MCRI to Banks pursuant to the provisions of
this Credit Agreement, at the time they were made and on and as of the
Restatement Effective Date: (a) are and shall be true, correct and complete in
all material respects, (b) do not and shall not contain any untrue statement of
a material fact, and (c) do not and shall not omit to state a material fact, the
absence of which makes the information contained herein or therein materially
misleading or incomplete.  Borrower and MCRI understand that all such
statements, representations and warranties shall be deemed to have been relied
upon by Banks as a material inducement to establish the Bank
Facilities.

     

     

    4.10.         Brokerage
Commissions. No person is entitled to receive any brokerage commission,
finder's fee or similar fee or payment in connection with the extensions of
credit contemplated by this Credit Agreement.  No brokerage or other
fee, commission or compensation is to be paid by Banks with respect to the
extensions of credit contemplated hereby and Borrower agrees to indemnify Banks
against any such claims for brokerage fees or commissions and to pay all
expenses including, without limitation, reasonable attorney's fees incurred by
Banks in connection with the defense of any action or proceeding brought to
collect any such brokerage fees or commissions.

     

     

    4.11.       
No
Defaults.  Borrower is not in violation of any applicable law
and/or regulations, the violation of which materially and adversely affects the
business, financial condition or operations of the Real Property or the
Hotel/Casino Facility.  Borrower is not in violation or default (nor
is there any waiver in effect which, if not in effect, would result in a
violation or default) in any material and adverse respect under any indenture,
evidence of indebtedness, loan or financing agreement or other agreement or
instrument of whatever nature to which it is a party or by which it is bound
(except for any defaults previously brought to Banks' attention in writing, for
which Borrower has received a waiver from Requisite Lenders), a default under
which would reasonably be expected to result in a Material Adverse
Change.

     

     

    4.12.      
 Employee
Retirement Income Security Act of 1974.  No Reportable Event
has occurred and is continuing with respect to any Pension Plan under ERISA,
that gives rise to liabilities that would constitute a Material Adverse
Change.


    
      
        
        

      

      
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    4.13.     
  Availability of Utility
Services.  All utility services and facilities necessary for
the Hotel/Casino Facility and the Real Property including, without limitation,
electrical, water, gas and sewage services and facilities are available for the
use and operation of the Hotel/Casino Facility and the Real
Property.

     

     

    4.14.     
  Policies
of Insurance.  As of the Restatement Effective Date, each of
the copies of the declaration pages, original binders and certificates of
insurance evidencing the Policies of Insurance relating to the Hotel/Casino
Facility delivered to Agent Bank by Borrower (i) is a true, correct and complete
copy of the respective original thereof as in effect on the date hereof, and no
amendments or modifications of any of said documents or instruments not included
in such copies have been made, and (ii) has not been terminated and is in full
force and effect.  Borrower is not in default in the observance or
performance of its obligations under said documents and instruments, and
Borrower has done all things required to be done as of the Restatement Effective
Date to keep unimpaired its rights thereunder.

     

     

    4.15.     
  Spaceleases.  Schedules
of all executed Spaceleases pertaining to the Hotel/Casino Facility, or any
portion thereof, in existence as of the Restatement Effective Date, are set
forth on Schedule 4.15 attached hereto.

     

     

    4.16.     
  Equipment
Leases and Contracts.  Schedules of all executed Equipment
Leases and Contracts pertaining to the Hotel/Casino Facility or any portion
thereof, in existence as of the Restatement Effective Date, are set forth on
Schedule 4.16 attached hereto.

     

     

    4.17.    
   Gaming Permits and
Approvals.  All Gaming Permits required to be held by Borrower
are current and in good standing and Borrower presently holds all Gaming Permits
necessary for the continued operation of the Hotel/Casino Facility.

     

     

    4.18.       
Environmental
Certificate.  The representations and certifications contained
in the Environmental Certificate are true and correct in all material
respects.

     

     

    4.19.      
 Investment
Company Act.  Borrower is neither an "investment company" nor a
company "controlled" by an "investment company," within the meaning of the
Investment Company Act of 1940, as amended.

     

     

    4.20.    
   Public Utility Holding
Company Act.  Borrower is neither a "holding company," nor a
"subsidiary company" of a "holding company," nor an "affiliate" of a "holding
company" nor of a "subsidiary company" of a "holding company," within the
meaning of the Public Utility Holding Company Act of 1935, as
amended.


    
      
        
        

      

      
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    4.21.     
   Labor
Relations.  There is no strike or work stoppage in existence,
or to the best knowledge of Borrower threatened, involving Borrower or the
Hotel/Casino Facility.

     

     

    4.22.     
  Trademarks, Patents,
Licenses, Franchises, Formulas and Copyrights.  Borrower owns
all the patents, trademarks, permits, service marks, trade names, copyrights,
licenses, franchises and formulas set forth in Schedule 4.22, or has a valid
license or sublicense of rights with respect to the foregoing, and has obtained
assignments of all leases and other rights of whatever nature, necessary for the
present conduct of its business, without any known conflict with the rights of
others which, or the failure to obtain which, as the case may be, could
reasonably be expected to result in a Material Adverse Change on the business,
operations, property, assets or condition (financial or otherwise) of
Borrower.  Each of the patents, trademarks, servicemarks, tradenames
and copyrights owned by Borrower which is registered with any Governmental
Authority is set forth on Schedule 4.22, attached hereto.

     

     

    4.23.    
   Contingent
Liabilities.  As of the Restatement Effective Date, neither
Borrower nor Guarantor has incurred any material Contingent Liabilities (any
Contingent Liability in excess of Two Million Dollars ($2,000,000.00) being
deemed material) other than in connection with the Credit Facility and those
described on Schedule 4.23.

     

     

    4.24.   
    CC Skybridge
Documentation.  The copies of the CC Skybridge Agreement and CC
Skybridge Peckham Lane Entitlements which have been delivered to Agent Bank in
accordance with Section 3.15 are true and correct copies of the originals
thereof.  The CC Skybridge Agreement and CC Skybridge Peckham Lane
Entitlements are each in full force and effect and have not been amended or
otherwise modified except as set forth by documents delivered to Agent Bank in
accordance with Section 3.15 or except as permitted under Section
5.25.

     

     

    4.25.      
  Subsidiaries.  As
of the Restatement Effective Date: (a) MCRI has no Subsidiaries other than
Borrower, Golden Town, Inc., a Nevada corporation (inactive) and High Desert
Sunshine, Inc., a Nevada corporation, and (b) Borrower does not have any
Subsidiaries.


    
      
        
        

      

      
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    5.

    GENERAL COVENANTS OF
BORROWER AND MCRI

    


    To induce
the Banks to enter into this Credit Agreement, Borrower and MCRI covenant to
Banks as follows:

    


    A.          
  General
Covenants.

     

    5.1.      
   FF&E.  Borrower
shall furnish, fixture and equip the Hotel/Casino Facility with FF&E it
reasonably deems appropriate for the operation of the Hotel/Casino
Facility.  All FF&E that is purchased and installed in the
Hotel/Casino Facility shall be purchased free and clear of any liens,
encumbrances or claims, other than Permitted Encumbrances.

     

     

    5.2.         
Permits; Licenses and
Legal Requirements.  Borrower shall comply in all material
respects with and keep in full force and effect, as and when required, all
Gaming Permits and all material permits, licenses and approvals obtained from
any Governmental Authorities which are required for the operation and use of the
Real Property as the Hotel/Casino Facility.  Borrower shall comply in
all material respects with all applicable material existing and future laws,
rules, regulations, orders, ordinances and requirements of all Governmental
Authorities, and with all recorded restrictions affecting the Real
Property.

     

     

    5.3.          Protection Against Lien
Claims.  Borrower shall promptly pay and discharge or cause to
be paid and discharged all claims and liens for labor done and materials and
services supplied and furnished in connection with the Hotel/Casino Facility in
accordance with this Section 5.03.  If any mechanic's lien or
materialman's lien shall be recorded, filed or suffered to exist against the
Real Property, Hotel/Casino Facility or any interest therein by reason of work,
labor, services or materials supplied, furnished or claimed to have been
supplied and furnished in connection with the Hotel/Casino Facility, upon
Borrower's receipt of written notice from Agent Bank demanding the release and
discharge of such lien: (a) said lien or claim shall be paid, released and
discharged of record within sixty (60) days following its receipt of such
notice, or (b) Borrower shall cause said mechanic's lien or materialman's lien
to be released of record pursuant to the provisions set forth in the Nevada
Revised Statues 108.2413, et. seq., within ninety (90) days following its
receipt of such notice.

     

     

    5.4.          Continuance of Outstanding
Balance of Existing Bank Loan.  On the Restatement Effective
Date, each Lender shall fund its Pro Rata Share of the outstanding principal and
interest owing under the Existing Bank Loan for payment to the Existing Lenders
for the purpose of continuing the unpaid principal under the Existing Bank Loan
as Funded Outstandings under the Credit Facility.

     

     

    5.5.          No Change in Character of
Business or Location of Chief Executive Office.  At all times
throughout the term of the Credit Facility (a) the chief executive office of
Borrower and MCRI shall be located at 3800 South Virginia Street, Reno, Nevada
89502; provided, however, Borrower shall be entitled to move its chief executive
office to another location within the State of Nevada upon no less than thirty
(30) days prior written notice to Agent Bank, (b) the Hotel/Casino Facility
shall be operated by the Borrower, and (c) neither Borrower nor MCRI shall
effect a material change in the nature and character of the business at the
Hotel/Casino Facility as presently conducted and as presently contemplated and
disclosed to Banks.


    
      
        
        

      

      
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    5.6.          Preservation and Maintenance
of Properties and Assets; Acquisition of Additional Property or
Leases.

     

     

    5.6.1.    
  At all times throughout the term of the Bank Facilities, (a) the
Borrower shall operate, maintain and preserve all rights, privileges,
franchises, licenses, Gaming Permits and other properties and assets necessary
to conduct its businesses and the Hotel/Casino Facility, in accordance with all
applicable governmental laws, ordinances, approvals, rules and regulations and
requirements, including, but not limited to, zoning, sanitary, pollution,
building, environmental and safety laws and ordinances, rules and regulations
promulgated thereunder, and (b) Borrower shall not consolidate with, remove,
demolish, materially alter, discontinue the use of, sell, transfer, assign,
hypothecate or otherwise dispose of to any Person, any part of its properties
and assets necessary for the continuance of its business, as presently conducted
and as presently contemplated, other than in the normal course of business,
alterations or modifications as are reasonably expected to increase the value of
the Collateral, or as otherwise permitted pursuant to this Credit
Agreement.

     

     

    5.6.2.  
    Furthermore, in the event Borrower, MCRI or any
Affiliate and/or Related Entity thereof (other than BLILP), shall acquire any
other real property or rights to the use of real property which is: (a) adjacent
to any of the Real Property and used as an integral part of the operation at the
Real Property and/or the Hotel/Casino Facility, or (b) if not so adjacent,
necessary and required for the use and operation of such Real Property or
Hotel/Casino Facility, Borrower shall concurrently with the acquisition of such
real property or the rights to the use of such real property, execute or cause
the execution of such documents as may be necessary to add such real property or
rights to the use of real property as Collateral under the Bank
Facilities.  Provided, however, in the event the V/P Property, or any
portion thereof, is released as Collateral pursuant to Section 5.22, the V/P
Property so released, or applicable portion thereof, shall be required to be
added as Collateral only in the event that its use in connection with the
Hotel/Casino Facility is required by the Laws of any applicable Governmental
Authority.

     

     

    5.6.3.  
    Other than with respect to the Adjacent Driveway Lease,
neither Borrower nor MCRI shall enter into any other leases, licenses, rental or
other arrangements for the use or occupancy of all or any portion of the Village
Shopping Center which use or occupancy is or is planned or projected to be or
become an integral part of the operation at the Real Property and/or the
Hotel/Casino Facility, without the prior written consent of Agent Bank, which
consent shall not be unreasonably withheld or delayed, or if in the opinion of
Agent Bank such amendment, modification or termination is materially adverse to
Borrower or the Banks, without the prior written consent of Requisite
Lenders.


    
      
        
        

      

      
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    5.7.       
  Repair of
Properties and Assets.  At all times throughout the term of the
Bank Facilities, Borrower shall, at its own cost and expense, (a) maintain,
preserve and keep in a manner consistent with hotel and gaming casino operating
practices, as the case may be, applicable to hotel/casino operations operating
in the Reno, Nevada area, its assets and properties, including, but not limited
to, the Hotel/Casino Facility and all FF&E owned or leased by Borrower in
good and substantial repair, working order and condition, ordinary wear and tear
excepted, (b) from time to time, make or cause to be made, all necessary and
proper repairs, replacements, renewals, improvements and betterments thereto,
and (c) from time to time, make such substitutions, additions, modifications and
improvements as may be necessary and as shall not impair the structural
integrity, operating efficiency and economic value of said assets and
properties.  All alterations, replacements, renewals, or additions
made pursuant to this Section 5.07 shall become and constitute a part of said
assets and property and subject, inter alia, to the
provisions of Section 5.01 and subject to the lien of the Loan
Documents.

     

     

    5.8.      
   Financial Statements;
Reports; Certificates and Books and Records.  Until Bank
Facility Termination, Borrower and MCRI shall, unless the Agent Bank (with the
written approval of the Requisite Lenders) otherwise consents, at Borrower's
sole expense, deliver to the Agent Bank and each of the Lenders a full and
complete copy of each of the following and shall comply with each of the
following financial requirements:

     

     

    5.8.1.     As
soon as practicable, and in any event within forty-five (45) days after the end
of each Fiscal Quarter (including the fourth (4th) Fiscal Quarter in any Fiscal
Year), the balance sheet, income statement, statement of retained earnings and
statement of cash flows of the Borrower as at the end of such Fiscal Quarter and
for the portion of the Fiscal Year ended with such Fiscal Quarter, all in
reasonable detail.  Such financial statements shall be certified by an
Authorized Officer of Borrower as fairly presenting the financial condition,
results of operations and cash flows of Borrower in accordance with GAAP (other
than footnote disclosures) as at such date and for such periods, subject only to
normal year-end accruals and audit adjustments;

     

     

    5.8.2.     As
soon as practicable, and in any event within forty-five (45) days after the end
of each Fiscal Quarter (including the fourth (4th) Fiscal Quarter in any Fiscal
Year), the consolidated and consolidating balance sheet, income statement,
statement of retained earnings and statement of cash flows of the MCRI
Consolidation as at the end of such Fiscal Quarter and for the portion of the
Fiscal Year ended with such Fiscal Quarter, all in reasonable
detail.  Such financial statements shall be certified by an Authorized
Officer of MCRI as fairly presenting the financial condition, results of
operations and cash flows of the MCRI Consolidation in accordance with GAAP
(other than footnote disclosures) as at such date and for such periods, subject
only to normal year-end accruals and audit adjustments;


    
      
        
        

      

      
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    5.8.3.       As
soon as practicable, and in any event within ninety (90) days after the end of
each Fiscal Year, (i) the balance sheet, income statement, statement of retained
earnings and statement of cash flows (reconciled with year end audited
statements) of the Borrower as at the end of such Fiscal year, all in reasonable
detail, and (ii) the consolidated and consolidating balance sheet, income
statement, statement of retained earnings and cash flows (reconciled with year
end audited statements) of the MCRI Consolidation as at the end of such Fiscal
year, all in reasonable detail.  Such financial statements shall be
prepared in accordance with GAAP and shall be accompanied by a report of any
"Big 4" accounting firm or other independent public accountants of recognized
standing selected by Borrower and reasonably satisfactory to the Agent Bank,
which report shall be prepared in accordance with generally accepted auditing
standards as at such date, and shall not be subject to any qualifications or
exceptions as to the scope of the audit nor to any other qualification or
exception determined by the Requisite Lenders in their good faith business
judgment to be adverse to the interests of the Banks.  Such
accountants' report shall be accompanied by a certificate stating that, in
making the examination pursuant to generally accepted auditing standards
necessary for the certification of such financial statements and such report,
such accountants have obtained no knowledge of any Default or, if, in the
opinion of such accountants, any such Default shall exist, stating the nature
and status of such Default, and stating that such accountants have reviewed the
Financial Covenants as at the end of such Fiscal Year (which shall accompany
such certificate) under Sections 6.01 through 6.03, have read such Sections
(including the definitions of all defined terms used therein) and that nothing
has come to the attention of such accountants in the course of such examination
that would cause them to believe that the same were not calculated by the
Borrower and the MCRI Consolidation, as applicable, in the manner prescribed by
this Credit Agreement.  Such financial statements shall be certified
by an Authorized Officers of the Borrower and MCRI in the same manner as
required with respect to financial statements delivered pursuant to Sections
5.08(a) and (b);

     

     

    5.8.4.    
  As soon as practicable, and in any event no later than forty-five
(45) days following the commencement of each Fiscal Year, projections by Fiscal
Quarter for that Fiscal Year, including projected balance sheet, statement of
operations and statement of cash flow of Borrower and projected consolidated and
consolidating balance sheets and statements of operations and cash flows, of the
Borrower, all in
reasonable detail;


    
      
        
        

      

      
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    5.8.5.     
 As soon as practicable, and in any event no later than forty-five (45)
days after the commencement of each Fiscal Year, a Capital Expenditure budget by
Borrower for the Hotel/Casino Facility for that Fiscal Year, all in reasonable
detail;

     

     

    5.8.6.     
 Concurrently with the financial statements and reports required pursuant
to Sections 5.08(a), (b) and 5.08(c), a Compliance Certificate signed by an
Authorized Officer of Borrower, including, without limitation, through the 2010
Fiscal Year the status of the Remodel Projects shown on Schedule of Remodel
Project and reconciliation of the line item project descriptions and cost
estimates which shall not exceed Fourteen Million Two Hundred Seventy-Five
Thousand Dollars ($14,275,000.00) in the aggregate at any time;

     

     

    5.8.7.  
    Promptly after the same are available, copies of each
annual report, proxy or financial statement or other report or communication
that shall have been sent to the stockholders of MCRI, and copies of all annual,
regular, periodic and special reports (including, without limitation, each 10Q
and 10K report) and registration statements which MCRI shall have filed or be
required to file with the Securities and Exchange Commission under Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise
required to be delivered to the Banks pursuant to other provisions of this
Section 5.08.

     

     

    5.8.8.     
 Promptly, and in any event within ten (10) days of the filing thereof, a
copy of any substantive filing, report or other document filed by Borrower, MCRI
or any member of the MCRI Consolidation with the Nevada Gaming
Authorities.  Promptly after the same are available, copies of any
written communication to Borrower or MCRI from the Nevada Gaming Authorities
advising them, or either of them, of a material violation of or non-compliance
with, any Gaming Law by Borrower, MCRI or any member of the MCRI
Consolidation.

     

     

    5.8.9.  
    Until Bank Facility Termination, Borrower and MCRI, and
each of them, shall keep and maintain complete and accurate books and records in
accordance with GAAP, consistently applied.  Borrower and MCRI, and
each of them, shall permit Banks and any authorized representatives of Banks to
have reasonable access to and to inspect, examine and make copies of the books
and records, any and all accounts, data and other documents of Borrower and MCRI
at all reasonable times upon the giving of reasonable notice of such
intent.  In addition:  (i) in the event of the occurrence of
any Default or Event of Default, or (ii) in the event any Material Adverse
Change occurs, Borrower and MCRI shall promptly, and in any event within three
(3) days after actual knowledge thereof, notify Agent Bank in writing of such
occurrence.


    
      
        
        

      

      
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    5.8.10.     Until
Bank Facility Termination, Borrower and MCRI, and each of them, shall furnish to
Agent Bank, with sufficient copies for distribution to each of the Banks, any
financial information or other information bearing on the financial status of
the Borrower, MCRI, any member of the MCRI Consolidation, or any of them, which
is reasonably requested by Agent Bank or Requisite Lenders.

     

     

    5.9.        
 Insurance.  Borrower
shall obtain, or cause to be obtained, and shall maintain or cause to be
maintained with respect to the Hotel/Casino Facility, at all times throughout
the term of the Credit Facility, at its own cost and expense, and shall deposit
with Agent Bank on or before the Restatement Effective Date:

     

     

    5.9.1.   
   Property
Insurance.  Borrower shall maintain an "All Risk" (Special
Causes of Loss or Equivalent) perils policy covering the building and
improvements, and other permanent structures for one hundred percent (100%) of
the replacement cost.  Borrower shall maintain no less than a Five
Million Dollar ($5,000,000.00) sub-limit for the perils of flood and
earthquake.  The policy will include Agreed Amount (waiving
co-insurance), replacement cost valuation and building ordinance
endorsements.  The policy will include a standard mortgagee clause
(ISO form or equivalent) and provide that all losses in excess of One Million
Dollars ($1,000,000.00) be adjusted by Borrower with the consent of Agent
Bank.  The Borrower waives any and all rights of subrogation against
Banks.

     

     

    5.9.2.    
  Personal
Property (including machinery, equipment, furniture, fixtures,
stock).  Borrower shall maintain special causes of loss ("All
Risk") property coverage which represents one hundred percent (100%) of the
values at replacement costs for all personal property owned, leased or for which
Borrower is legally liable.  Such policy shall include a lenders loss
payable endorsement in favor of Agent Bank.  The policy providing real
and personal property coverage may include a deductible of no more than Two
Hundred Fifty Thousand Dollars ($250,000.00) for any single
occurrence.

     

     

    5.9.3.     
 Business
Income/Extra Expense.  Borrower shall maintain a combined
Business Income/Extra Expense coverage with a limit no less than eighty percent
(80%) of the net profit, plus continuing expenses (including debt service) for
the Hotel/Casino Facility, which coverage may be included in the coverages
required by Section 5.09(a) and (b) above.  Such coverage shall also
include extensions for off premises power losses at One Million Dollars
($1,000,000.00) and an extended period of indemnity ninety (90) days
endorsement.  These coverages (to the extent not covered by Section
5.09(a) and (b) above) may have a deductible of no greater than forty-eight (48)
hours, or One Hundred Thousand Dollars ($100,000.00), if a separate deductible
applies.  Agent Bank shall be endorsed as the loss payee under the
above coverages.  The Borrower may elect to cover the property on a
blanket or loss limit basis as long as one hundred percent (100%) replacement
cost values are utilized as required above.  The property coverage
shall contain no exclusions or limitations for terrorism or terrorist
acts.


    
      
        
        

      

      
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    5.9.4.   
   Boiler and
Machinery.  Borrower shall maintain a Boiler and Machinery
policy for the Hotel/Casino Facility written on a Comprehensive Form with a
combined direct and indirect limit of no less than Twenty-Five Million Dollars
($25,000,000.00), which coverage may be included in the coverages required by
Section 5.09(a) and (b) above.  The policy shall include extensions
for Agreed Amount (waiving co-insurance) and Replacement Cost
Valuation.  The policy (to the extent not covered by Section 5.09(a)
and (b) above) may contain deductibles of no greater than One Hundred Thousand
Dollars ($100,000.00) direct and forty-eight (48) hours indirect.

     

     

    5.9.5.   
   Crime
Insurance.  Borrower shall obtain a comprehensive crime policy,
including the following coverages:

     

     

    5.9.5.1.     employee
dishonesty - Five Hundred Thousand Dollars ($500,000.00);

     

     

    5.9.5.2.     money
and securities (inside) - Five Hundred Thousand Dollars
($500,000.00);

     

     

    5.9.5.3.     money
and securities (outside) - Five Hundred Thousand Dollars
($500,000.00);

     

     

    5.9.5.4.     depositor's
forgery - Five Hundred Thousand Dollars ($500,000.00);

     

     

    5.9.5.5.     computer
fraud - Five Hundred Thousand Dollars ($500,000.00).

     

    The
policy must be amended so that money is defined to include "tokens and
chips".  The policy may contain deductibles of no greater than Two
Hundred Fifty Thousand Dollars ($250,000.00) for employee dishonesty,
depositor's forgery and computer fraud and One Hundred Thousand Dollars
($100,000.00) for all other coverage agreements listed above.


    
      
        
        

      

      
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    5.9.6.  
    Commercial General Liability
(2005 ISO Form or Equivalent).  Borrower shall maintain a
Commercial General Liability policy with a One Million Dollar ($1,000,000.00)
combined single limit for bodily injury and property damage, including
Contractual Liability, and all standard policy form extensions.  The
policy must provide a Two Million Dollar ($2,000,000.00) general aggregate (per
location, if multi-location risk) and be written on an "occurrence
form".  The policy will include extensions for Liquor Legal Liability
and Employee Benefits Legal Liability coverages.  If the general
liability policy contains a self-insured retention, it shall be no greater than
Fifty Thousand Dollars ($50,000.00) per occurrence with an aggregate of no
greater than One Million Dollars ($1,000,000.00) for all losses.

     

    The
policy shall be endorsed to include Agent Bank as an additional insured on
behalf of the Banks for losses relating to the Hotel/Casino
Facility.  Definition of additional insured shall include all
officers, directors, employees, agents and representatives of the additional
insured.  The coverage for additional insured shall apply on a primary
basis irrespective of any other insurance whether collectible or not (ISO Form
Endorsement No. CE20261185 Additional Insured - Designated Person, Organization
or equivalent).

     

    5.9.7.  
    Automobile.  Borrower
shall maintain a comprehensive Automobile Liability Insurance Policy written
under coverage "symbol 1", providing a One Million Dollar ($1,000,000.00)
combined single limit for bodily injury and property damage covering all owned,
non-owned and hired vehicles of the Borrower.  If the policy contains
a self-insured retention it shall be no greater than Fifty Thousand Dollars
($50,000.00) per occurrence with an aggregate of no greater than One Million
Dollars ($1,000,000.00) for all losses.  The following additional
coverages must be purchased by Borrower:

     

     

    5.9.7.1.     Garagekeepers Legal
Liability.  Five Hundred Thousand Dollar ($500,000.00) limit
for comprehensive and collision coverages for physical damage to vehicles in the
mortgagors care, custody and control.  The policy can be subject to a
deductible of no greater than Five Thousand Dollars ($5,000.00) for each auto
and Twenty-Five Thousand Dollars ($25,000.00) for each loss.

     

     

    5.9.8.    
  Workers
Compensation and Employers Liability Insurance.  Borrower shall
maintain standard Workers Compensation Policy covering the State of Nevada and
Employers Liability coverage subject to a limit of no less than Five Hundred
Thousand Dollars ($500,000.00) each employee, Five Hundred Thousand Dollars
($500,000.00) each accident, Five Hundred Thousand Dollars ($500,000.00) policy
limit.  The policy shall include endorsements for Voluntary
Compensation and Stop Gap Liability.  If the Borrower has elected to
self-insure Workers Compensation coverage in the State of Nevada, the Agent Bank
must be furnished with a copy of the certificate from the state permitting
self-insurance and evidence of a Stop Loss Excess Workers Compensation policy
with a specific retention of no greater than Five Hundred Thousand Dollars
($500,000.00) thereafter.


    
      
        
        

      

      
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    5.9.9.     
 Umbrella
Liability.  An Umbrella Liability policy must be purchased with
a limit of not less than Seventy-Five Million Dollars ($75,000,000.00) providing
excess coverage over all limits and coverages indicated in paragraphs a through
g above.  The limits can be obtained by a combination of Primary and
Excess Umbrella policies, provided that all layers follow form with the
underlying policies indicated in f, g and h and are written on an "occurrence"
form.  This policy, or the underlying policy or policies to which the
Umbrella Liability policy pertains, shall be endorsed to include the Agent Bank
as an additional insured on behalf of the Banks.

     

     

    5.9.10.     If
Borrower's general liability and automobile policies include a self-insured
retention, it is agreed and fully understood that Borrower is solely responsible
for payment of all amounts due within said self-insured
retentions.  Any Indemnification/Hold Harmless provision is extended
to cover all liabilities associated with said self-insured
retentions.

     

     

    5.9.11.     All
policies indicated above shall be written with insurance companies licensed and
admitted to do business in the State of Nevada and rated no lower than "A X" in
the most recent addition of A.M. Best and/or "AA" in the most recent edition of
Standard & Poor's, or such other carrier reasonably acceptable to Agent
Bank.  All policies discussed above shall be endorsed to provide that
in the event of a cancellation, non-renewal or material modification, Agent Bank
shall receive thirty (30) days prior written notice thereof.  The
Borrower shall furnish Agent Bank with Certificates of Insurance executed by an
authorized agent evidencing compliance with all insurance provisions discussed
above on an annual basis.  Certificates of Insurance executed by an
authorized agent of each carrier providing insurance evidencing continuation of
all coverages will be provided on the Restatement Effective Date and annually on
or before ten (10) days prior to the expiration of each policy.  The
Borrower shall also furnish a copy of the declaration page of each policy
required by this section and the actual policy endorsements evidencing the Agent
Bank's status as Mortgagee/Loss Payee (Property coverage) and Additional Insured
(General Liability coverage) as required.  All certificates and other
notices related to the insurance program shall be delivered to Agent Bank
concurrently with the delivery of such certificates or notices to such carrier
or to Borrower as applicable.

     

     

    5.9.12.     Any
other insurance reasonably requested by Agent Bank or Requisite Lenders in such
amount and covering such risks as may be reasonably
requested.  Approval of any insurance by the Agent Bank shall not be a
representation of the solvency of any insurer or the sufficiency of any coverage
required under this Credit Agreement.  All requirements set forth in
this section are considered minimums in terms of the purchase and maintenance of
insurance under this Credit Agreement.


    
      
        
        

      

      
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    5.10.     
  Taxes.  Throughout
the term of the Credit Facility, Borrower shall prepare and timely file or cause
to be prepared and timely filed all federal, state and local tax returns
required to be filed by it, and Borrower shall pay and discharge prior to
delinquency all taxes, assessments and other governmental charges or levies
imposed upon it, or in respect of any of any of its properties and assets except
such taxes, assessments and other governmental charges or levies, if any, as are
being contested in good faith by Borrower in the manner which is set forth for
such contests by Section 4.07 herein.

     

     

    5.11.      
 Permitted
Encumbrances Only.  At all times throughout the term of the
Credit Facility, Borrower shall not create, incur, assume or suffer to exist any
mortgage, deed of trust, pledge, Lien, security interest, encumbrance,
attachment, levy, distraint, or other judicial process and burdens of every kind
and nature except the Permitted Encumbrances on or with respect to the
Collateral, except (a) with respect to matters described in Sections 5.03 and
5.10 such items as are being contested in the manner described therein, and (b)
with respect to any other items, if any, as are being contested in good faith by
appropriate proceedings and for which Borrower has maintained adequate reserves
for the payment thereof.

     

     

    5.12.     
  Advances.  At
any time during the term of the Credit Facility, if Borrower should fail (a) to
perform or observe, or (b) to cause to be performed or observed, any covenant or
obligation of Borrower under this Credit Agreement or any of the other Loan
Documents, then Agent Bank, upon the giving of reasonable notice may (but shall
be under no obligation to) take such steps as are necessary to remedy any such
non-performance or non-observance and provide for payment
thereof.  All amounts advanced by Agent Bank or Lenders pursuant to
this Section 5.12 shall become an additional obligation of Borrower to Lenders
secured by the Deed of Trust and other Loan Documents, shall reduce the amount
of Available Borrowings and shall become due and payable by Borrower on the next
interest payment date, together with interest thereon at a rate per annum equal
to the Default Rate (such interest to be calculated from the date of such
advancement to the date of payment thereof by Borrower).

     

     

    5.13.    
   Further
Assurances.  Borrower and MCRI will do, execute, acknowledge
and deliver, or cause to be done, executed, acknowledged and delivered, such
amendments or supplements hereto or to any of the Loan Documents and such
further documents, instruments and transfers as Requisite Lender or Agent Bank
may reasonably require for the curing of any defect in the execution or
acknowledgement hereof or in any of the Loan Documents, or in the description of
the Real Property or other Collateral or for the proper evidencing of giving
notice of each lien or security interest securing repayment of the Bank
Facilities.  Further, upon the execution and delivery of the Deed of
Trust and each of the Loan Documents and thereafter, from time to time, Borrower
shall cause the Deed of Trust and each of the Loan Documents and each amendment
and supplement thereto to be filed, registered and recorded and to be refiled,
re-registered and re-recorded in such manner and in such places as may be
reasonably required by the Requisite Lenders or Agent Bank, in order to publish
notice of and fully protect the lien of the Deed of Trust and the Loan Documents
and to protect or continue to perfect the security interests created by the Deed
of Trust and Loan Documents in the Real Property and Collateral and to perform
or cause to be performed from time to time any other actions required by law and
execute or cause to be executed any and all instruments of further assurance
that may be necessary for such publication, perfection, continuation and
protection.


    
      
        
        

      

      
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    5.14.      
  Indemnification.  Borrower
agrees to and does hereby jointly and severally indemnify, protect, defend and
save harmless Agent Bank and each of the Banks and their respective trustees,
officers, employees, agents, attorneys and shareholders (individually an
"Indemnified Party" and collectively the "Indemnified Parties") from and against
any and all losses, damages, expenses or liabilities of any kind or nature from
any suits, claims, or demands, including reason­able counsel fees incurred
in investigating or defending such claim, suffered by any of them and caused by,
relating to, arising out of, resulting from, or in any way connected with this
Credit Agreement, with any other Loan Document or with the transactions
contemplated herein and thereby; provided, however, Borrower shall not be
obligated to indemnify, protect, defend or save harmless an Indemnified Party
if, and to the extent, the loss, damage, expense or liability was caused by (a)
the gross negligence or intentional misconduct of such Indemnified Party, (b) a
dispute amongst the Lenders not involving or arising from Borrower's or
Guarantor's Default, or (c) the breach of this Credit Agreement or any other
Loan Document by such Indemnified Party or the breach of any laws, rules or
regulation by such Indemnified Party (other than those breaches of Laws arising
from Borrower's or Guarantor's Default).  In case any action shall be
brought against any Indemnified Party based upon any of the above and in respect
to which indemnity may be sought against Borrower, Agent Bank shall promptly
notify Borrower in writing, and Borrower shall assume the defense thereof,
including the employment of counsel selected by Borrower and reasonably
satisfactory to Indemnified Party, the payment of all costs and expenses and the
right to negotiate and consent to settlement upon the consent of the Indemnified
Party.  Upon reasonable determination made by Indemnified Party that
such counsel would have a conflict representing such Indemnified Party and
Borrower, the applicable Indemnified Party shall have the right to employ
separate counsel in any such action and to participate in the defense
thereof.  Borrower shall not be liable for any settlement of any such
action effected without its consent, but if settled with Borrower's consent, or
if there be a final judgment for the claimant in any such action, Borrower
agrees to indemnify, defend and save harmless such Indemnified Parties from and
against any loss or liability by reason of such settlement or
judgment.  The provisions of this Section 5.14 shall survive the
termination of this Credit Agreement and Bank Facility Termination and the
assignment or subparticipation of all or any portion of the Syndication Interest
held by any Lender pursuant to Section 10.10.


    
      
        
        

      

      
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    5.15.       
 Inspection of
the Collateral and Appraisal.  At all times during the term of
the Credit Facility, Borrower shall provide or cause to be provided to Banks and
any authorized representatives of Banks, accompanied by representatives of
Borrower, the reasonable right of entry and free access to the Real Property to
inspect same on reasonable prior notice to Borrower.  If at any time
any Qualified Appraisal of the Hotel/Casino Facility is required to be made by
any banking regulatory authority or determined to be necessary by Agent Bank or
Requisite Lenders after the occurrence of an Event of Default, Borrower agrees
to pay all fees, costs and expenses incurred by Agent Bank in connection with
the preparation of such Qualified Appraisal.  Borrower shall not be
obligated to pay for more than one of such Qualified Appraisals during any
Fiscal Year.

     

     

    5.16.      
  Compliance
With Other Loan Documents.  Borrower shall comply with each and
every term, condition and agreement contained in the Loan
Documents.  Guarantor shall comply with each and every term, condition
and agreement contained in the Guaranty.

     

     

    5.17.        Suits or Actions Affecting
Borrower or MCRI.  Throughout the term of the Credit Facility,
Borrower and MCRI shall promptly advise Agent Bank in writing within ten (10)
days after Borrower or MCRI obtain knowledge of (a) any claims, litigation,
proceedings or disputes (whether or not purportedly on behalf of Borrower)
against, or to the actual knowledge of Borrower or MCRI, threatened or affecting
Borrower or MCRI which, if adversely determined, would result in a Material
Adverse Change in the Hotel/Casino Facility or the business, operations or
financial conditions of Borrower or MCRI, (b) any material labor controversy
resulting in or threatening to result in a strike against the Hotel/Casino
Facility, or (c) any proposal by any Governmental Authority to acquire any of
the material assets or business of Borrower or MCRI.

     

     

    5.18.      
 Notice to State
Gaming Control Board.  Borrower shall make all required reports
and disclosures to the Nevada State Gaming Control Board, including, but not
limited to, reporting the Credit Facility within the time period required by
Regulation 8.130(2) of the Regulations of Nevada Gaming Commission and State
Gaming Control Board.

     

     

    5.19.      
 Tradenames,
Trademarks and Servicemarks.  Borrower shall not assign or in
any other manner alienate its interests in any material tradenames, trademarks
or servicemarks relating or pertaining to the Hotel/Casino Facility during the
term of the Credit Facility.  Borrower shall not change its name
without first giving at least thirty (30) days prior written notice to Agent
Bank.

     

     

    5.20.    
   Notice of Hazardous
Materials.  Within ten (10) days after an executive officer of
Borrower shall have obtained actual knowledge thereof, Borrower shall promptly
advise Agent Bank and each of the Lenders in writing of and deliver a copy of:
(a) any and all enforcement, clean-up, removal or other governmental or
regulatory actions instituted or threatened by any Governmental Agency pursuant
to any applicable federal, state or local laws, ordinances or regulations
relating to any Hazardous Materials (as defined in the Environmental
Certificate) affecting the Hotel/Casino Facility, or any portion thereof; (b)
all written claims made or threatened by any third party against Borrower, the
Real Property, or the Hotel/Casino Facility, relating to damage, contribution,
cost recovery compensation, loss or injury resulting from any Hazardous
Materials (the matters set forth in clauses (a) and (b) above are hereinafter
referred to as "Hazardous Materials Claims"); and (c) the discovery of any
occurrence or condition on any real property adjoining or in the vicinity of the
Real Property or the Hotel/Casino Facility that could cause Borrower or any part
thereof to be held liable under the provisions of, or to be otherwise subject to
any restrictions on the ownership, occupancy, transferability or use of the Real
Property or the Hotel/Casino Facility under, any Hazardous Materials
Laws.


    
      
        
        

      

      
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    5.21.    
   Compliance with Access
Laws.

     

     

    5.21.1.     Borrower
agrees that Borrower and the Hotel/Casino Facility shall at all times take all
reasonable steps to comply with the requirements of the Americans with
Disabilities Act of 1990; the Fair Housing Amendments Act of 1988; and other
federal, state or local laws or ordinances related to disabled access; or any
statute, rule, regulation, ordinance, order of Governmental Authorities, or
order or decree of any court adopted or enacted with respect thereto, as now
existing or hereafter amended or adopted (collectively, the "Access
Laws").  At any time, Agent Bank may require a certificate of
compliance with the Access Laws and indemnification agreement in a form
reasonably acceptable to Agent Bank.  Agent Bank may also require a
certificate of compliance with the Access Laws from an architect, engineer, or
other third party acceptable to Agent Bank.

     

     

    5.21.2.     Notwithstanding
any provisions set forth herein or in any other document, Borrower shall not
alter or permit any tenant or other person to alter the Hotel/Casino Facility in
any manner which would increase Borrower's responsibilities for compliance with
the Access Laws without the prior written approval of Agent Bank.  In
connection with such approval, Agent Bank may require a certificate of
compliance with the Access Laws from an architect, engineer or other person
acceptable to Agent Bank.

     

     

    5.21.3.     Borrower
agrees to give prompt written notice to Agent Bank of the receipt by Borrower of
any claims of violation of any of the Access Laws and of the commencement of any
proceedings or investigations which relate to compliance with any of the Access
Laws.


    
      
        
        

      

      
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    5.21.4.     Borrower
shall indemnify, defend and hold harmless Indemnified Parties from and against
any and all claims, demands, damages, costs, expenses, losses, liabilities,
penalties, fines and other proceedings including, without limitation, reasonable
attorneys' fees and expenses arising directly or indirectly from or out of or in
any way connected with any failure of the Hotel/Casino Facility to comply with
any of the Access Laws.  The obligations and liabilities of Borrower
under this section shall survive Bank Facility Termination, any satisfaction,
assignment, judicial or nonjudicial foreclosure proceeding, or delivery of a
deed in lieu of foreclosure.

     

     

    5.22.     
  Release of
V/P Property as Collateral.  Upon the prior written consent of
each of the Lenders, Agent Bank shall promptly release the V/P Property (or that
portion thereof which is not an integral part of the Hotel/Casino Facility) as
Collateral upon the occurrence of each of the following conditions, so long as
no Default or Event of Default has occurred and remains continuing:

     

     

    5.22.1.     Borrower
delivers a written request to Agent Bank requesting the release of the V/P
Property or applicable portion thereof, including a description of the property
to be released and a statement and explanation of why the V/P Property or
applicable portion thereof is not an integral, necessary or required part of the
business operation conducted at the Hotel/Casino Facility.  In this
regard, provision must be made for the retention as Collateral of the entrance
to the Hotel/Casino Facility presently located on the V/P Property and the
bridge over Virginia Street;

     

     

    5.22.2.     Borrower
shall provide such substitute Collateral as may be deemed necessary by
Lenders;

     

     

    5.22.3.     If
previously released, as provided above, and the V/P Property, or applicable
portion thereof, has been retaken as Collateral under Section 5.06 of this
Credit Agreement, the V/P Property, or applicable portion thereof, shall be
re-released as Collateral on the same basis as set forth above.

     

     

    5.23.      
  Compliance
with Pedestrian Crossing Air Space License.  Until Bank
Facilities Termination, Borrower shall fully perform and comply with or cause to
be performed and complied with all of the respective material covenants,
material terms and material conditions imposed or assumed by it as licensee
under the Pedestrian Crossing Air Space License.  Borrower shall not
amend, modify or terminate, or enter into any agreement to amend, modify or
terminate the Pedestrian Crossing Air Space License without the prior written
consent of Agent Bank, which consent shall not be unreasonably withheld or
delayed, or if in the opinion of Agent Bank such amendment, modification or
termination is materially adverse to Borrower or the Banks, without the prior
written consent of Requisite Lenders.


    
      
        
        

      

      
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    5.24.    
   Compliance with Adjacent
Driveway Lease.  Until Bank Facilities Termination, Borrower
shall fully perform and comply with or cause to be performed and complied with
all of the respective material covenants, material terms and material conditions
imposed or assumed by it as lessee under the Adjacent Driveway
Lease.  Borrower shall not enter into any material amendment or
modification or terminate, or enter into any agreement to enter into any
material amendment or modification or terminate the Adjacent Driveway Lease
without the prior written consent of Agent Bank, which consent shall not be
unreasonably withheld or delayed, or if in the opinion of Agent Bank such
amendment, modification or termination is materially adverse to Borrower or the
Banks, without the prior written consent of Requisite Lenders.  In
this regard it is understood that "material" amendment or modification shall
include, without limitation, any modification to the Term as set forth in
Article 1, amount of Rent, as set forth in Article 2, the provisions concerning
"Use of Property" as set forth in Section 4.2 and "Option to Purchase" in
Article 7 of the Adjacent Driveway Lease.

     

     

    5.25.     
  Compliance
with CC Skybridge Documentation.  Until Bank Facilities
Termination, Borrower shall fully perform and comply with or cause to be
performed and complied with all of the respective material covenants, material
terms and material conditions imposed or assumed by it under the CC Skybridge
Documentation.  Borrower shall not enter into any material amendment
or modification or terminate, or enter into any agreement to enter into any
material amendment or modification or terminate any of the CC Skybridge
Documentation without the prior written consent of Agent Bank, which consent
shall not be unreasonably withheld or delayed, or if in the opinion of Agent
Bank such amendment, modification or termination is materially adverse to
Borrower or the Banks, without the prior written consent of Requisite
Lenders.

     

     

    5.26.       
USA Patriot
Act.  Each Lender that is subject to the Patriot Act (as
hereinafter defined) and the Agent Bank (for itself and not on behalf of any
Lender), 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
"Patriot Act"), it is required to obtain, verify and record information that
identifies such Borrower, which information includes the name and address of
such Borrower and other information that will allow such Lender or the Agent
Bank, as applicable, to identify such Borrower in accordance with the Patriot
Act, and Borrower agrees to provide such information from time to time to Agent
Bank and any Lender.


    
      
        
        

      

      
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    6.

    FINANCIAL
COVENANTS

    


    Until
payment in full of all sums owing hereunder and under the Revolving Credit Note
and the occurrence of Bank Facility Termination, Borrower and MCRI agree, as set
forth below, to comply or cause compliance with the following Financial
Covenants.

     

    6.1.          Total Leverage
Ratio.  Commencing as of the Fiscal Quarter ended December 31,
2008 and continuing as of each Fiscal Quarter end until Bank Facility
Termination, the Borrower shall maintain a Total Leverage Ratio no greater than
the ratios described hereinbelow to be calculated as of the end of each Fiscal
Quarter in accordance with the following schedule:

     

    
      
        
          
            	
                    Fiscal Quarter End

                  	
                    Maximum Total Leverage
  Ratio

                  
	
                    As
      of the Fiscal Quarter ending December 31, 2008 through the Fiscal Quarter
      ending September 30, 2009

                  	
                    2.875
      to 1.00

                  
	
                    As
      of the Fiscal Quarter ending December 31, 2009 through the Fiscal Quarter
      ending March 31, 2010

                  	
                    2.625
      to 1.00

                  
	
                    As
      of the Fiscal Quarter ending June 30, 2010 through the Fiscal Quarter
      ending March 31, 2011

                  	
                    2.375
      to 1.00

                  
	
                    As
      of the Fiscal Quarter ending June 30, 2011 and as of each Fiscal Quarter
      end thereafter occurring until Bank Facility Termination

                  	
                    2.00
      to 1.00

                  


          

        

      

    

     

    6.2.         
Fixed Charge Coverage
Ratio.  Commencing as of the Fiscal Quarter ended December 31,
2008 and continuing as of each Fiscal Quarter end through Bank Facility
Termination, the Borrower shall maintain a minimum Fixed Charge Coverage Ratio
no less than 1.25 to 1.00 to be calculated on a cumulative basis with respect to
each Fiscal Quarter and the most recently ended three (3) preceding Fiscal
Quarters on a rolling four (4) Fiscal Quarter basis.

     

     

    6.3.       
  Minimum
Two Fiscal Quarter Adjusted EBITDA.  Commencing with the Fiscal
Quarter ending on March 31, 2009 and continuing as of each Fiscal Quarter end
until the occurrence of Bank Facility Termination, the Borrower shall realize
Adjusted EBITDA no less than the amounts set forth below, in each case to be
calculated with reference to each such Fiscal Quarter and the immediately
preceding Fiscal Quarter on a rolling two (2) Fiscal Quarter
basis:


    
      
        
        

      

      
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                        December
      31, 2008 and March 31, 2009

                      	 	$	7,250,000.00	 
	
                        March
      31, 2009 and June 30, 2009

                      	 	 	8,750,000.00	 
	
                        June
      30, 2009 and September 30, 2009

                      	 	 	11,250,000.00	 
	
                        September
      30, 2009 and December 31, 2009

                      	 	 	9,750,000.00	 
	
                        December
      31, 2009 and March 31, 2010

                      	 	 	7,250,000.00	 
	
                        March
      31, 2010 and June 30, 2010

                      	 	 	8,750,000.00	 
	
                        June
      30, 2010 and September 30, 2010

                      	 	 	11,250,000.00	 
	
                        September
      30, 2010 and December 31, 2010

                      	 	 	9,750,000.00	 
	
                        December
      31, 2010 and March 31, 2011

                      	 	 	7,250,000.00	 
	
                        March
      31, 2011 and June 30, 2011

                      	 	 	8,750,000.00	 
	
                        June
      30, 2011 and September 30, 2011

                      	 	 	11,250,000.00	 
	
                        September
      30, 2011 and December 31, 2011

                      	 	 	9,750,000.00	 


              

            

          

        

      

    

     

    6.4.        
 Maintenance
Capital Expenditure Requirements.  During each Fiscal Year
commencing with the Fiscal Year ending December 31, 2009, Borrower shall make or
cause to be made, Maintenance Capital Expenditures to the Hotel/Casino Facility
in a minimum aggregate amount equal to or greater ("Minimum Maintenance Cap Ex
Requirement") than two percent (2%) of consolidated annual net revenues
determined with reference to the consolidated annual net revenues derived from
the Hotel/Casino Facility during such Fiscal Year, but in no event shall
Maintenance Capital Expenditures made during any Fiscal Year be greater than a
maximum aggregate amount equal to six percent (6%) of consolidated annual net
revenues ("Maximum Maintenance Cap Ex Limit") derived from the Hotel/Casino
Facility during such Fiscal Year.  Notwithstanding anything herein
contained to the contrary, during each of the 2008, 2009 and 2010 Fiscal Years,
Borrower may, at its discretion, receive a credit toward the Minimum Maintenance
Cap Ex Requirement for the amounts expended by Borrower on the Remodel Projects
during each respective Fiscal Year; provided, however, the Maximum Maintenance
Cap Ex Limit, as provided above, shall be determined exclusive of the Remodel
Projects shown on the Schedule of Remodel Projects, Schedule 6.04 affixed
hereto.


    
      
        
        

      

      
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    6.5.          Investment
Restrictions.  Other than Investments permitted herein or
approved in writing by Requisite Lenders, the Borrower shall not make any
Investments (whether by way of loan, stock purchase, capital contribution, or
otherwise) other than the following:

     

     

    6.5.1.  
    Cash, Cash Equivalents and direct obligations of the
United States Government;

     

     

    6.5.2.      
Prime commercial paper (AA rated or better);

     

     

    6.5.3.    
  Certificates of Deposit or Repurchase Agreement issued by a
commercial bank having capital surplus in excess of One Hundred Million Dollars
($100,000,000.00);

     

     

    6.5.4.   
   Money market or other funds of nationally recognized
institutions investing solely in obligations described in (a), (b) and (c)
above;

     

     

    6.5.5.   
    Loans and advances to employees in the ordinary course
of business not exceeding One Million Dollars ($1,000,000.00) in the aggregate
at any one time;

     

     

    6.5.6.    
   Investments and Maintenance Capital Expenditures in the
Hotel/Casino Facility to the extent permitted in Section 6.04 hereinabove;
and

     

     

    6.5.7.    
   Share Repurchases to the extent permitted as Distributions
under Section 6.06.

     

     

    6.6.          Limitation on
Distributions.  The Borrower shall not pay and disburse any
Distributions other than as specifically permitted hereinbelow:

     

     

    6.6.1.   
   So long as no Default or Event of Default has occurred and
remains continuing or would result from the payment or disbursement of such
Distribution, the Borrower may make Distributions, including Share Repurchases,
up to the maximum cumulative aggregate amount of Three Million Dollars
($3,000,000.00) during each Fiscal Year, so long as each proposed Distribution
will not result in a violation of the Adjusted Fixed Charge Coverage Ratio to be
calculated on a pro forma basis as if such Distribution had been made during the
most recently ended Fiscal Quarter.


    
      
        
        

      

      
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    6.6.2.  
    Notwithstanding the limitation set forth in (a) above,
in the event that Borrower funds less than Three Million Dollars ($3,000,000.00)
in Distributions during any Fiscal Year (such unfunded amounts being herein
collectively referenced as the "Distribution Carryover"), Borrower may
thereafter fund in addition to the maximum cumulative aggregate permitted in (a)
above, an additional amount of up to the amount of the Distribution Carryover
outstanding as of the date of such additional Distribution, so long as at least
thirty (30) calendar days prior to the funding of such Distribution an
Authorized Officer certifies to Agent Bank in writing that such Distribution
will not result in a violation of the Fixed Charge Coverage Ratio at the end of
the Fiscal Quarter during which such Distribution is made nor as of the end of
each Fiscal Quarter remaining during the Fiscal Year during which such
Distribution is made.

     

     

    6.6.3.   
   Notwithstanding the limitations set forth in (a) and (b)
above, in the event Borrower achieves a Total Leverage Ratio of 1.75 to 1.00 or
less as of the end of any Fiscal Quarter determined with respect to such Fiscal
Quarter and the most recently ended three (3) preceding Fiscal Quarters, the
limitations set forth in (a) and (b) shall be suspended until the Borrower
realizes a Total Leverage Ratio in excess of 1.75 to 1.00 as of the end of any
Fiscal Quarter determined with respect to such Fiscal Quarter and the most
recently ended three (3) preceding Fiscal Quarters, at which time the
limitations set forth in (a) and (b) above shall be reinstated in all
respects.  During any period during which the limitations set forth in
(a) and (b) above are suspended, Distributions, including Share Repurchases, may
be made without limitation so long as no Default or Event of Default has
occurred and remains continuing and so long as at least thirty (30) calendar
days prior to the funding of each proposed Distribution an Authorized Officer
certifies to Agent Bank in writing that each such Distribution will not result
in a violation of the Fixed Charge Coverage Ratio (x) at the end of the Fiscal
Quarter during which such Distribution is made, and (y) either (1) at the end of
the next ensuing Fiscal Quarter, or (2) as of the end of each Fiscal Quarter
remaining during the Fiscal Year during which such Distribution is made,
whichever period is longer from the date of such Distribution.

     

     

    6.7.          Limitation on
Indebtedness.  The Borrower and MCRI, on a combined basis,
shall not owe or incur any Indebtedness, except as specifically permitted
hereinbelow:

     

     

    6.7.1.   
   Aggregate Outstandings under the Credit Facility;

     

     

    6.7.2.     
 Secured Interest Rate Hedges up to the aggregate amount of the Aggregate
Commitment at any time outstanding;

     

     

    6.7.3.      
 Incurrence of secured purchase money Indebtedness and Capital Lease
Liabilities relating to FF&E to be used in connection with the Hotel/Casino
Facility not in excess of the aggregate amount of Five Million Dollars
($5,000,000.00) at any time outstanding;


    
      
        
        

      

      
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    6.7.4.   
   Unsecured Indebtedness, not in excess of Seven Million Five
Hundred Thousand Dollars ($7,500,000.00) at any time outstanding, that is not
subject to financial and other covenants and events of default more onerous or
restrictive on Borrower and Guarantor than the terms and provisions of this
Credit Agreement;

     

     

    6.7.5.  
    Indebtedness that is evidenced by a Permitted
Encumbrance;

     

     

    6.7.6.      
Unsecured trade payables incurred in the ordinary course of business less than
one hundred twenty (120) days past due, except such trade payables, if any, as
are being contested in good faith by the Borrower by appropriate proceedings and
for which the Borrower has maintained adequate reserve for the payment
thereof;

     

     

    6.7.7.    
  Contingent Liabilities to the extent permitted under Section 6.12;
and

     

     

    6.7.8.     
 Other Indebtedness (other than the Commitment Increases) that may be
incurred by the Borrower and/or MCRI so long as: (i) such Indebtedness is
unsecured, (ii) no Default or Event of Default has occurred and remains
continuing or would result from the incurrence of such Indebtedness, and (iii)
one hundred percent (100%) of the net Cash proceeds, after payment of the costs
and expenses of incurring such Indebtedness, is used to make a Mandatory
Commitment Reduction to the Aggregate Commitment hereunder.

     

     

    6.8.          Total
Liens.  The Borrower shall not directly or indirectly, create,
incur, assume or permit to exist any Lien on or with respect to any of the
Collateral, whether now owned or hereafter acquired, or any income or profits
therefrom, or file or permit the filing of, or permit to remain in effect, any
financing statement or other similar notice of any Lien with respect to any of
the Collateral, except:

     

     

    6.8.1.    
  Permitted Encumbrances;

     

     

    6.8.2.    
  Liens granted or permitted pursuant to the Security
Documentation;

     

     

    6.8.3.     
 Liens on the FF&E and other goods securing Indebtedness to finance the
purchase price thereof; provided that (i)
such Liens shall extend only to the equipment and other goods so financed and
the proceeds thereof, and (ii) such Liens shall not secure Indebtedness in
excess of the amounts permitted under Section 6.07(a) hereinabove;
and


    
      
        
        

      

      
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    6.8.4. 
     Liens described on Schedule 6.08 annexed
hereto.

     

     

    6.9.         
Sale of Assets,
Consolidation, Merger, or Liquidation.  Other than as approved
in writing by Requisite Lenders, neither Borrower nor MCRI shall wind up,
liquidate or dissolve their respective affairs or enter into any transaction of
merger or consolidation.  Further, Borrower shall not convey, sell,
lease or otherwise dispose of (or make an agreement to do any of the foregoing
at any time prior to Bank Facility Termination) all or any material part of its
respective property or assets, except that the following shall be
permitted:

     

     

    6.9.1.    
  The Borrower may make sales of inventory and other assets in the
ordinary course of business;

     

     

    6.9.2.  
    So long as no Default or Event of Default shall have
occurred and remains continuing the Borrower may, in the ordinary course of
business and subject to the provisions of subsection (c) hereinbelow, sell
FF&E and other items of Collateral that are, in Borrower's prudent business
judgment, obsolete or no longer necessary for the Borrower's business
objectives;

     

     

    6.9.3.   
   If the Borrower should sell, transfer, convey or otherwise
dispose ("Disposition") of any FF&E and not within ninety (90) days of such
Disposition replace such FF&E with purchased items of equivalent value and
utility or replace said FF&E with leased FF&E of equivalent value and
utility, within the permissible leasing and purchase agreement limitation set
forth in Section 6.07(c) herein, to the extent the Net Proceeds from
Dispositions which are not used to replace FF&E exceed the cumulative
aggregate amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00)
during the Revolving Credit Period (the "Excess Capital Proceeds"), the Borrower
shall be required to, prior to ninety (90) days following each Disposition of
FF&E resulting in Excess Capital Proceeds, permanently reduce the Aggregate
Commitment by a Mandatory Commitment Reduction in the amount of the Excess
Capital Proceeds, subject, however, to the right of Agent Bank to verify to its
reasonable satisfaction the amount of said Excess Capital Proceeds.

     

     

    6.10.         No Transfer of
Ownership.  MCRI shall not transfer or hypothecate its
ownership interests in Borrower except in connection with the Security
Documentation.  This provision shall not be effective as to MCRI until
it is approved by the Nevada Gaming Authorities.


    
      
        
        

      

      
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    6.11.         Limitation on
Subsidiaries.  Borrower shall not create any Subsidiaries
without the prior written consent of Requisite Lenders.  Nothing
contained herein shall be deemed to prohibit or restrict MCRI from creating or
continuing any Subsidiaries.

     

     

    6.12.      
 Contingent
Liability(ies).  Borrower and MCRI, on a consolidated basis,
shall not directly or indirectly incur any Contingent Liabilities on the
Indebtedness of any other Person, without the prior written consent of Requisite
Lenders.  In no event shall any Contingent Liabilities be secured by a
Lien on any property or assets of the Borrower.

     

     

    6.13.    
   Transactions with Members of
MCRI Consolidation.  Other than with respect to payments of the
MCRI Corporate Overhead Allocation and Distributions permitted under Section
6.06, no transactions shall be made by Borrower with any member of the MCRI
Consolidation other than arms length transactions for fair market
value.

     

     

    6.14.    
   Limitation on Consolidated
Tax Liability.  Borrower shall not be liable to the MCRI
Consolidation, or any member thereof, for federal income taxes in excess of the
amount of federal income taxes it would pay if reporting as a separate
entity.

     

     

    6.15.      
 ERISA.  Borrower
shall not:

     

     

    6.15.1.     At
any time, permit any Pension Plan which is maintained by Borrower or to which
Borrower is obligated to contribute on behalf of its employees, in such case if
to do so would constitute a Material Adverse Change, to:

     

     

    6.15.1.1.   engage
in any non-exempt "prohibited transaction", as such term is defined in Section
4975 of the Code;

     

     

    6.15.1.2.   incur
any material "accumulated funding deficiency", as that term is defined in
Section 302 of ERISA; or

     

     

    6.15.1.3.   suffer
a termination event to occur which may reasonably be expected to result in
liability of Borrower to the Pension Plan or to the Pension Benefit Guaranty
Corporation or the imposition of a lien on the Collateral pursuant to Section
4068 of ERISA.


    
      
        
        

      

      
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    6.15.2.     Fail,
upon Borrower becoming aware thereof, promptly to notify the Agent Bank of the
occurrence of any Reportable Event with respect to any Pension Plan or of any
non-exempt "prohibited transaction" (as defined in Section 4975 of the Code)
with respect to any Pension Plan which is maintained by Borrower or to which
Borrower is obligated to contribute on behalf of its employees or any trust
created thereunder which Reportable Event or prohibited transaction would
constitute a Material Adverse Change.

     

     

    6.15.3.     At
any time, permit any Pension Plan which is maintained by Borrower or to which
Borrower is obligated to contribute on behalf of its employees to fail to comply
with ERISA or other applicable laws in any respect that would result in a
Material Adverse Change.

     

     

    6.16.     
  Margin
Regulations.  No part of the proceeds of the Credit Facility
will be used by Borrower to purchase or carry any Margin Stock or to extend
credit to others for the purpose of purchasing or carrying any Margin
Stock.  Neither the making of such loans, nor the use of the proceeds
of such loans will violate or be inconsistent with the provisions of Regulations
T, U or X of the Board of Governors of the Federal Reserve System.

     

     

    6.17.    
   Change in Accounting
Principles.  Except as otherwise provided herein, if any
changes in accounting principles from those used in the preparation of the most
recent financial statements delivered to Agent Bank pursuant to the terms hereof
are hereinafter required or permitted by the rules, regulations, pronouncements
and opinions of the Financial Accounting Standards Board or the American
Institute of Certified Public Accountants (or successors thereto or agencies
with similar functions) and are adopted by the Borrower with the agreement of
its independent certified public accountants and such changes result in a change
in the method of calculation of any of the financial covenants, standards or
terms found herein, the parties hereto agree to enter into negotiations in order
to amend such provisions so as to equitably reflect such changes with the
desired result that the criteria for evaluating the financial condition of
Borrower shall be the same after such changes as if such changes had not been
made; provided, however, that no change in GAAP that would affect the method of
calculation of any of the financial covenants, standards or terms shall be given
effect in such calculations until such provisions are amended, in a manner
satisfactory to Agent Bank and Requisite Lenders, to so reflect such change in
accounting principles.

     

     

    7.

    EVENTS OF
DEFAULT

     

    7.1.       
  Events of
Default.  Any of the following events and the passage of any
applicable notice and cure periods shall constitute an Event of Default
hereunder:


    
      
        
        

      

      
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    7.1.1. 
     Any representation or warranty made by Borrower or
MCRI pursuant to or in connection with this Credit Agreement, the Notes, the
Environmental Certificate, or any other Loan Document or in any report,
certificate, financial statement or other writing furnished by Borrower or
Guarantor in connection herewith, shall prove to be false, incorrect or
misleading in any materially adverse aspect as of the date when
made;

     

     

    7.1.2.     
 Borrower shall have defaulted in the payment of any interest on the Notes
when due, and such default continues for a period of more than five (5) days or
Borrower shall have defaulted in the payment of any principal when
due;

     

     

    7.1.3.    
  Borrower shall have defaulted under the terms of any other
obligation owing Agent Bank, which default continues beyond any applicable grace
period therein contained;

     

     

    7.1.4.     
 Borrower shall have defaulted in the payment of any fees required to be
paid under the Fee Side Letter, late charge, Commitment Fees, L/C Fees,
expenses, indemnities or any other amount owing under any Loan Document for a
period of five (5) days after notice thereof to Borrower from Agent
Bank;

     

     

    7.1.5.       Borrower
shall fail duly and punctually to perform or comply with: (i) any term,
covenant, condition or promise contained in Sections 6.01, 6.02, 6.03, 6.04,
6.05, 6.06, 6.07, 6.08, 6.09 or 6.10, or (ii) any other term, covenant,
condition or promise contained in this Credit Agreement, the Notes, the Deed of
Trust or any other Loan Document and, in the case of any term, covenant,
condition or promise covered by this clause (ii), such failure shall continue
thirty (30) days after written notice thereof is delivered to Borrower by Agent
Bank or any Lender of such failure;

     

     

    7.1.6.  
    Any of the Security Documentation or any provision
thereof: (i) shall cease to be in full force and effect in any material respect
as a result of any action of the Borrower and such cessation results in a
Material Adverse Change, or (ii) shall cease to give the Agent Bank in any
material respect the liens, rights, powers and privileges purported to be
created thereby as a result of any action of the Borrower, or (iii) the Borrower
shall default in the due performance or observance of any term, covenant or
agreement on its part to be performed or observed pursuant to the Security
Documentation for a period of thirty (30) days after written notice thereof is
delivered to Borrower by Agent Bank of such failure (or such shorter period
following such notice as may be specifically required in any Loan
Document);


    
      
        
        

      

      
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    7.1.7.     
 Borrower or MCRI shall commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to it or its
debts under the Bankruptcy Code or any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official, for all or
substantially all of its property, or shall consent to any such relief or to the
appointment or taking possession by any such official in any involuntary case or
other proceeding against it;

     

     

    7.1.8.  
    An involuntary case or other proceeding shall be
commenced against Borrower or MCRI seeking liquidation, reorganization or other
relief with respect to itself or its debts under the Bankruptcy Code or any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official, for all or substantially all of its property, and such
involuntary case or other proceeding shall remain undismissed and unstayed for a
period of ninety (90) days;

     

     

    7.1.9.    
  Borrower or MCRI makes an assignment for the benefit of its
creditors or admits in writing its inability to pay its debts generally as they
become due;

     

     

    7.1.10.     Borrower
shall fail to make any payment when due (whether by scheduled maturity, required
prepayment, offer to purchase, redemption, acceleration, demand or otherwise, in
each case beyond the grace period provided with respect to such Indebtedness) on
any Indebtedness (other than any Indebtedness under this Credit Agreement), if
the aggregate amount of such Indebtedness is One Million Dollars
($1,000,000.00), or more, or any breach, default or event of default shall
occur, or any other event shall occur or condition shall exist, under any
instrument, agreement or indenture pertaining thereto if the effect thereof is
to accelerate, the maturity of any such Indebtedness; or any such Indebtedness
shall be declared to be due and payable or shall be required to be prepaid,
purchased or redeemed (other than by a regularly scheduled required prepayment)
prior to the stated maturity thereof, or the holder of any lien in any amount,
shall commence foreclosure of such lien upon property of Borrower having a value
in excess of One Million Dollars ($1,000,000.00) and such foreclosure shall
continue against such property to a date less than thirty (30) days prior to the
date of the proposed foreclosure sale;

     

     

    7.1.11.     The
occurrence of any event of default, beyond any applicable grace period, under
the terms of any agreement with any Lender in connection with a Secured Interest
Rate Hedge relating to the Credit Facility;

     

     

    7.1.12.     Borrower
shall be voluntarily or involuntarily divested of title or possession of any
portion of the Real Property or shall lease or in any other manner, voluntarily
or involuntarily alienate any of its interest in any portion of the Real
Property or Hotel/Casino Facility, other than the Permitted Encumbrances and as
permitted in Sections 5.01 and 5.22;


    
      
        
        

      

      
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    7.1.13.     The
occurrence of any Reportable Event with respect to a Pension Plan which Agent
Bank determines in good faith constitutes proper grounds for the termination of
any Pension Plan by the Pension Benefit Guaranty Corporation or for the
appointment by an appropriate United States District Court of a trustee to
administer any such plan that would constitute a Material Adverse Change, should
occur and should continue for thirty (30) days after written notice of such
determination shall have been given to Borrower by Agent Bank;

     

     

    7.1.14.     Commencement
against Borrower, any time after the execution of this Credit Agreement, of any
litigation which is not stayed, bonded, dismissed, terminated or disposed of to
the satisfaction of Agent Bank within ninety (90) days after its commencement,
and which (i) has a reasonable probability of success, and could, if successful,
in the reasonable opinion of Agent Bank, materially and adversely affect the
priority of the Liens granted Agent Bank by the Deed of Trust in the Real
Property, or (ii) results in the issuance of a preliminary or permanent
injunction which is not dissolved or stayed pending appeal within sixty (60)
days of its issuance and which preliminary or permanent injunction materially
adversely affects Borrower's right to use the Real Property as the Hotel/Casino
Facility;

     

     

    7.1.15.     The
loss or suspension, other than on account of forces majeure, of Borrower's
unrestricted Gaming Permits or the failure of Borrower to maintain gaming
activities at the Hotel/Casino Facility other than on account of forces majeure
at least to the same general extent as is presently conducted
thereon;

     

     

    7.1.16.     Any
money judgment, writ or warrant of attachment or similar process in excess of
Three Million Dollars ($3,000,000.00) in the aggregate not adequately covered by
insurance as to which a solvent and unaffiliated insurance company has
acknowledged coverage, shall be entered or filed against Borrower or any of its
assets and shall remain undischarged, unvacated, unbonded or unstayed for a
period of sixty (60) days (or in any event later than five (5) days prior to the
date of any proposed sale thereunder);

     

     

    7.1.17.     Any
order, judgment or decree shall be entered against Borrower decreeing its
involuntary dissolution or split up and such order shall remain undischarged and
unstayed for a period in excess of thirty (30) days, or Borrower shall otherwise
dissolve or cease to exist;

     

     

    7.1.18.     The
occurrence of any Change of Control;


    
      
        
        

      

      
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    7.1.19.     MCRI
sells, transfers, assigns, hypothecates or otherwise alienates its interest in
all or any portion of the common voting stock of Borrower (subject to this
provision being first approved by all necessary Gaming Authorities);
or

     

     

    7.1.20.     The
occurrence of any default under the Guaranty or the revocation, termination or
repudiation of any of the Guarantor's promises, obligations or covenants under
the Guaranty.

     

     

    7.2.          Default
Remedies.

     

     

    7.2.1.    
  Upon the occurrence and during the continuance of any Event of
Default, Agent Bank may and, upon the consent of Requisite Lenders shall: (i)
declare all of the outstanding unpaid Indebtedness hereunder and under the Notes
and the other Loan Documents, together with all accrued interest thereon, to be
fully due and payable without presentation, demand, protest or notice of any
kind, and, in the event of such declaration; (ii) shall terminate the obligation
of Lenders to make any advances for Borrowings; and (iii) shall terminate the
obligation of the Swingline Lender to make any advances under the Swingline
Facility; provided, that, the remedies set forth in clauses (i) through (iii)
above will be deemed to have been automatically exercised on the occurrence of
any event set out in Sections 7.01(g), (h) or (i).

     

     

    7.2.2.    
  Additionally, while any Event of Default has occurred and remains
continuing, the Banks and/or Agent Bank may (i) exercise any and all remedies
available to Banks or Agent Bank under the Loan Documents; and/or (ii) exercise
any other remedies available to Banks or Agent Bank at law or in equity,
including requesting the appointment of a receiver to perform any acts required
of Borrower under this Credit Agreement.

     

     

    7.2.3.     
 In the event Borrower has failed to provide any insurance required under
Section 5.09, Agent Bank may elect at its discretion to purchase such
insurance.  All payments made by Agent Bank for the purpose of
providing the insurance coverages required under Section 5.09 shall be deemed
amounts advanced under Section 5.12 of this Credit Agreement.

     

     

    7.2.4.    
  The Banks and/or Agent Bank may exercise any other remedies
available to Banks or Agent Bank at law or in equity, including requesting the
appointment of a receiver to perform any acts required of Borrower under this
Credit Agreement, and Borrower hereby specifically consents to any such request
by Banks.


    
      
        
        

      

      
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    7.2.5.    
  The Swingline Lender shall, upon receipt of written notice of the
occurrence of an Event of Default, terminate its obligation to make any advances
under the Swingline Facility and may declare all outstanding unpaid Indebtedness
hereunder and under the Swingline Note, together with all accrued interest
thereon immediately due and payable without presentation, demand, protest or
notice of any kind.  This remedy will be deemed to have been
automatically exercised on the occurrence of any event set out in Sections
7.01(g), (h) or (i).

     

     

    7.2.6.  
    The L/C Issuer shall, upon receipt of written notice of
the occurrence of an Event of Default, terminate its obligation to issue Letters
of Credit and/or any Letter of Credit which may be terminated in accordance with
its terms.  This remedy will be deemed to have been automatically
exercised on the occurrence of any event set out in Sections 7.01(g), (h) or
(i).

     

     

    7.2.7.     
 Agent Bank and/or L/C Issuer may, or at the direction of the Requisite
Lenders will, direct the Borrower to pay (and Borrower hereby agrees upon
receipt of such notice to pay) to the L/C Issuer an amount in Cash equal to the
then outstanding L/C Exposure, such Cash to be held by L/C Issuer in the Cash
Collateral Account as security for the repayment of all L/C Reimbursement
Obligations thereafter occurring.

     

    For the
purpose of carrying out this section and exercising these rights, powers and
privileges, Borrower hereby irrevocably constitutes and appoints Agent Bank as
its true and lawful attorney-in-fact to execute, acknowledge and deliver any
instruments and do and perform any acts such as are referred to in this
paragraph in the name and on behalf of Borrower.  Agent Bank on behalf
of Lenders may exercise one or more of Lenders' remedies simultaneously and all
its remedies are nonexclusive and cumulative.  Agent Bank and Lenders
shall not be required to pursue or exhaust any Collateral or remedy before
pursuing any other Collateral or remedy.  Agent Bank and Lenders'
failure to exercise any remedy for a particular default shall not be deemed a
waiver of (i) such remedy, nor their rights to exercise any other remedy for
that default, nor (ii) their right to exercise that remedy for any subsequent
default.

     

    7.3.        
 Application of
Proceeds.  All payments and proceeds received and all amounts
held or realized from the sale or other disposition of the Collateral, which are
to be applied hereunder towards satisfaction of Borrower's obligations under the
Credit Facility, shall be applied in the following order of
priority:

     

     

    7.3.1.      
First, to the payment of all reasonable fees, costs and expenses (including
reasonable attorney's fees and expenses) incurred by Agent Bank and Banks, their
agents or representatives in connection with the realization upon any of the
Collateral;


    
      
        
        

      

      
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    7.3.2.   
   Next, to the payment in full of any other amounts due under
this Credit Agreement, the Deed of Trust, or any other Loan Documents (other
than the Notes or under any Secured Interest Rate Hedge);

     

     

    7.3.3.   
   Next, to the balance of interest remaining unpaid on the
Notes;

     

     

    7.3.4.  
    Next, to the balance of principal remaining unpaid on
the Notes;

     

     

    7.3.5.    
  Next, to the payment of any other amounts owing to Banks which is
necessary to cause Bank Facility Termination, including, without limitation, any
amounts owing with respect to the Secured Interest Rate Hedges; and

     

     

    7.3.6.     
 Next, the balance, if any, of such payments or proceeds to whomever may be
legally entitled thereto.

     

     

    7.4.          Notices.  In
order to entitle Agent Bank and/or Banks to exercise any remedy available
hereunder, it shall not be necessary for Agent Bank and/or Banks to give any
notice, other than such notice as may be required expressly herein or by
applicable law.

     

     

    7.5.          Agreement to Pay Attorney's
Fees and Expenses.  Subject to the provisions of Section 10.14,
upon the occurrence of an Event of Default, as a result of which Agent Bank
shall require and employ attorneys or incur other expenses for the collection of
payments due or to become due or the enforcement or performance or observance of
any obligation or agreement on the part of Borrower contained herein, Borrower
shall, on demand, pay to Agent Bank the reasonable fees of such attorneys and
such other reasonable expenses so incurred by Agent Bank.

     

     

    7.6.          No Additional Waiver Implied
by One Waiver.  In the event any agreement contained in this
Credit Agreement should be breached by either party and thereafter waived by the
other party, such waiver shall be limited to the particular breach so waived and
shall not be deemed to waive any other breach hereunder.

     

     

    7.7.          Licensing of Agent Bank and
Lenders.  In the event of the occurrence of an Event of Default
hereunder or under any of the Loan Documents and it shall become necessary, or
in the opinion of Requisite Lenders advisable, for an agent, supervisor,
receiver or other representative of Agent Bank and Banks to become licensed
under the provisions of the laws and/or regulations of any applicable Gaming
Authority as a condition to receiving the benefit of any Collateral encumbered
by the Deed of Trust or other Loan Documents for the benefit of Lenders or
otherwise to enforce their rights hereunder, Borrower hereby gives its consent
to the granting of such license or licenses and agrees to execute such further
documents as may be required in connection with the evidencing of such
consent.


    
      
        
        

      

      
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    7.8.          Exercise of Rights Subject
to Applicable Law.  All rights, remedies and powers provided by
this Article VII may be exercised only to the extent that the exercise thereof
does not violate any applicable provision of the laws of any Governmental
Authority and all of the provisions of this Article VII are intended to be
subject to all applicable mandatory provisions of law that may be controlling
and to be limited to the extent necessary so that they will not render this
Credit Agreement invalid, unenforceable or not entitled to be recorded or filed
under the provisions of any applicable law.

     

     

    7.9.          Discontinuance of
Proceedings.  In case Agent Bank and/or Banks shall have
proceeded to enforce any right, power or remedy under this Credit Agreement, the
Notes, the Deed of Trust or any other Loan Document by foreclosure, entry or
otherwise, and such proceedings shall have been discontinued or abandoned for
any reason or shall have been determined adversely to Banks, then and in every
such case Borrower, Agent Bank and/or Banks shall be restored to their former
positions and rights hereunder with respect to the Collateral, and all rights,
remedies and powers of Agent Bank and Banks shall continue as if such
proceedings had not been taken, subject to any binding rule by the applicable
court or other tribunal in any such proceeding.

     

     

    8.

    DAMAGE, DESTRUCTION AND
CONDEMNATION

     

    8.1.       
  No
Abatement of Payments.  If all or any part of the Hotel/Casino
Facility shall be materially damaged or destroyed, or if title to or the
temporary use of the whole or any part of the Hotel/Casino Facility shall be
taken or condemned by a competent authority for any public use or purpose, there
shall be no abatement or reduction in the amounts payable by Borrower hereunder
or under the Revolving Credit Note, and Borrower shall continue to be obligated
to make such payments.

     

     

    8.2.          Distribution of Capital
Proceeds Upon Occurrence of Fire, Casualty, Other Perils or
Condemnation.  All Capital Proceeds received from insurance
policies under Section 5.09, including flood and earthquake, covering any of the
Collateral or from condemnation, eminent domain or similar actions or by
settlement in lieu of eminent domain proceedings in regard to said Collateral,
shall be paid directly to Agent Bank.  In the event the amount of
Capital Proceeds paid to Agent Bank is equal to or less than Two Million Dollars
($2,000,000.00), such Capital Proceeds shall be paid to Borrower, unless a
Default in the payment of any principal or interest owing under the terms of the
Bank Facilities or an Event of Default (other than non-monetary Events of
Default occurring as a direct consequence of each casualty loss or condemnation)
shall have occurred hereunder and is continuing.  In the event the
amount of Capital Proceeds paid to Agent Bank is greater than Two Million
Dollars ($2,000,000.00), then, unless a Default or Event of Default (other than
non-monetary Events of Default occurring as a direct consequence of each
casualty loss or condemnation) has occurred hereunder and is then continuing,
the entire amount so collected or so much thereof as may be required (any excess
to be returned to Borrower) to repair or replace the destroyed or condemned
property, shall, subject to the conditions set forth below, be released to
Borrower for repair or replacement of the property destroyed or condemned or to
reimburse Borrower for the costs of such repair or replacement incurred prior to
the date of such release.  If a Default or Event of Default (other
than non-monetary Events of Default occurring as a direct consequence of such
casualty loss or condemnation) has occurred hereunder and is then continuing,
such amount may, at the option of Requisite Lenders, be applied as a Mandatory
Commitment Reduction.  In the event Banks are required to release all
or a portion of the collected funds to Borrower for such repair or
re­placement of the property destroyed or condemned, such release of funds
shall be made in accordance with the following terms and
conditions:


    
      
        
        

      

      
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    8.2.1.  
    The repairs, replacements and rebuilding shall be made
in accordance with plans and specifications approved by Requisite Lenders and in
accordance with all applicable Laws, ordinances, rules, regulations and
requirements of Governmental Authorities;

     

     

    8.2.2.    
  Borrower shall provide Agent Bank with a detailed estimate of the
costs of such repairs or restora­tions;

     

     

    8.2.3.    
  Borrower shall satisfy the Requisite Lenders that after the
reconstruction is completed, the value of the Hotel/Casino Facility as
determined by the Requisite Lenders in their reasonable discretion, will not be
less than the value of the Hotel/Casino Facility prior to such destruction or
condemnation as determined by the Requisite Lenders pursuant to this Credit
Agreement;

     

     

    8.2.4.   
   In the Requisite Lenders' sole reasonable opinion, any
undisbursed portion of the Available Borrowings contemplated hereunder, after
deposit of such proceeds, is sufficient to pay all costs of reconstruction of
the Hotel/Casino Facility or other Collateral damaged, destroyed or condemned;
or if the undisbursed portion of such Credit Facility is not sufficient,
Borrower shall deposit additional funds with the Agent Bank, sufficient to pay
such additional costs of reconstructing the Hotel/Casino
Facility;


    
      
        
        

      

      
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    8.2.5.     
 Borrower has delivered to the Agent Bank a construction contract for the
work of reconstruction in form and content, including insurance requirements,
acceptable to the Agent Bank with a contractor acceptable to the Agent
Bank;

     

     

    8.2.6.   
   The Requisite Lenders in their reasonable discretion have
determined that after the work of reconstruction is completed, the Hotel/Casino
Facility or Collateral damaged, destroyed or condemned will produce income
sufficient to pay all costs of operations and maintenance of the Hotel/Casino
Facility with a reasonable reserve for repairs, and service all debts secured by
the Hotel/Casino Facility;

     

     

    8.2.7.     
 No Default or Event of Default (other than non-monetary Events of Default
occurring as a direct consequence of such casualty loss or condemnation) has
occurred and is continuing hereunder;

     

     

    8.2.8.   
   Borrower has deposited with the Agent Bank that amount
reasonably determined by the Requisite Lenders (taking into consideration the
amount of Borrowings available and the amount of proceeds, if any, of insurance
policies covering property damage and business interruption, loss or rental
income in connection with the Hotel/Casino Facility or Collateral damaged,
destroyed or condemned accruing and immediately forthcoming to the Agent Bank
and reasonable projections of income of Borrower to be realized during the
period of reconstruction) to be sufficient to service the Indebtedness secured
hereby during the period of reconstruction, as reasonably estimated by the
Requisite Lenders;

     

     

    8.2.9.   
   Before commencing any such work, Borrower shall, at its own
cost and expense, furnish Agent Bank with appropriate endorsements, if needed,
to the "All Risk" insurance policy which Borrower is then presently maintaining,
and course of construction insurance to cover all of the risks during the course
of such work;

     

     

    8.2.10.     Such
work shall be commenced by Borrower within one hundred twenty (120) days after
(i) settlement shall have been made with the insurance companies or condemnation
proceeds shall have been received, and (ii) all the necessary governmental
approvals shall have been obtained, and such work shall be completed within a
reasonable time, free and clear of all liens and encumbrances so as not to
interfere with the lien of the Deed of Trust;

     

     

    8.2.11.     Disbursements
of such insurance or condemnation proceeds shall be made in the customary manner
used by Agent Bank for the disbursement of construction loans.


    
      
        
        

      

      
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    9.

    AGENCY
PROVISIONS

     

    9.1.     
    Appointment.

     

     

    9.1.1.   
   Each Lender hereby (i) designates and appoints WFB as the
Agent Bank of such Lender under this Credit Agreement and the Loan Documents,
(ii) authorizes and directs Agent Bank to enter into the Loan Documents other
than this Credit Agreement for the benefit of Lenders, and (iii) authorizes
Agent Bank to take such action on its behalf under the provisions of this Credit
Agreement and the Loan Documents and to exercise such powers as are set forth
herein or therein, together with such other powers as are reasonably incidental
thereto, subject to the limitations referred to in Sections 9.10(a) and
9.10(b).  Agent Bank agrees to act as such on the express conditions
contained in this Article IX.

     

     

    9.1.2.  
    The provisions of this Article IX are solely for the
benefit of Agent Bank and Lenders, and Borrower and Guarantor shall not have any
rights to rely on or enforce any of the provisions hereof (other than as set
forth in the provisions of Section 9.03, 9.09 and 10.10), provided, however,
that the foregoing shall in no way limit Borrower's or Guarantor's obligations
under this Article IX nor limit Lenders' obligations to Borrower as provided in
this Credit Agreement.  In performing its functions and duties under
this Credit Agreement, Agent Bank shall act solely as Agent Bank of Lenders and
does not assume and shall not be deemed to have assumed any obligation toward or
relationship of agency or trust with or for Borrower, Guarantor or any other
Person.

     

     

    9.2.         
Nature of
Duties.  Agent Bank shall not have any duties or
responsibilities except those expressly set forth in this Credit Agreement or in
the Loan Documents.  The duties of Agent Bank shall be administrative
in nature.  Subject to the provisions of Sections 9.05 and 9.07, Agent
Bank shall administer the Credit Facility in the same manner as it administers
its own loans.  Promptly following the effectiveness of this Credit
Agreement, Agent Bank shall send to each Lender a duplicate executed original,
to the extent the same are available in sufficient numbers, of the Credit
Agreement and a copy of each other Loan Document in favor of Lenders and a copy
of the filed or recorded Security Documentation, with the originals of the
latter to be held and retained by Agent Bank for the benefit of all
Lenders.  Agent Bank shall not have by reason of this Credit Agreement
a fiduciary relationship in respect of any Lender.  Nothing in this
Credit Agreement or any of the Loan Documents, expressed or implied, is intended
or shall be construed to impose upon Agent Bank any obligation in respect of
this Credit Agreement or any of the Loan Documents except as expressly set forth
herein or therein.  Each Lender shall make its own independent
investigation of the financial condition and affairs of the Borrower, Guarantor
and the Collateral in connection with the making and the continuance of the
Credit Facility hereunder and shall make its own appraisal of the
creditworthiness of the Borrower, Guarantor and the Collateral, and, except as
specifically provided herein, Agent Bank shall not have any duty or
responsibility, either initially or on a continuing basis, to provide any Lender
with any credit or other information with respect thereto, whether coming into
its possession before the Restatement Effective Date or at any time or times
thereafter.


    
      
        
        

      

      
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    9.3.          Disbursement of
Borrowings.

     

     

    9.3.1.  
    Not later than the next Banking Business Day following
receipt of a Notice of Borrowing, Agent Bank shall send a copy thereof by
facsimile to each other Lender and shall otherwise notify each Lender of the
proposed Borrowing and the Funding Date.  Each Lender shall make
available to Agent Bank (or the funding bank or entity designated by Agent
Bank), the amount of such Lender's Pro Rata Share of such Borrowing in
immediately available funds not later than the times designated in Section
9.03(b).  Unless Agent Bank shall have been notified by any Lender not
later than the close of business (San Francisco time) on the Banking Business
Day immediately preceding the Funding Date in respect of any Borrowing that such
Lender does not intend to make available to Agent Bank such Lender's Pro Rata
Share of such Borrowing, Agent Bank may assume that such Lender shall make such
amount available to Agent Bank.  If any Lender does not notify Agent
Bank of its intention not to make available its Pro Rata Share of such Borrowing
as described above, but does not for any reason make available to Agent Bank
such Lender's Pro Rata Share of such Borrowing, such Lender shall pay to Agent
Bank forthwith on demand such amount, together with interest thereon at the
Federal Funds Rate.  In any case where a Lender does not for any
reason make available to Agent Bank such Lender's Pro Rata Share of such
Borrowing, Agent Bank, in its sole discretion, may, but shall not be obligated
to, fund to Borrower such Lender's Pro Rata Share of such
Borrowing.  If Agent Bank funds to Borrower such Lender's Pro Rata
Share of such Borrowing and if such Lender subsequently pays to Agent Bank such
corresponding amount, such amount so paid shall constitute such Lender's Pro
Rata Share of such Borrowing.  Nothing in this Section 9.03(a) shall
alter the respective rights and obligations of the parties hereunder in respect
of a Deteriorating Lender or a Non-Pro Rata Borrowing.

     

     

    9.3.2.    
  Requests by Agent Bank for funding by Lenders of Borrowings will be
made by facsimile or through the Platform.  Each Lender shall make the
amount of its Pro Rata Share of such Borrowing available to Agent Bank in
Dollars and in immediately available funds, to such bank and account, in San
Francisco, California as Agent Bank may designate, not later than 11:00 a.m. on
the Funding Date designated in the Notice of Borrowing with respect to such
Borrowing.

     

     

    9.3.3.   
   Nothing in this Section 9.03 shall be deemed to relieve any
Lender of its obligation hereunder to make its Pro Rata Share of Borrowings on
any Funding Date, nor shall any Lender be responsible for the failure of any
other Lender to perform its obligations to advance its Pro Rata Share of any
Borrowing hereunder, and the Pro Rata Share of the Aggregate Commitment of any
Lender shall not be increased or decreased as a result of the failure by any
other Lender to perform its obligation to advance its Pro Rata Share of any
Borrowing.


    
      
        
        

      

      
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    9.4.       
  Distribution and
Apportionment of Payments.

     

     

    9.4.1.    
   Subject to Section 9.04(b), payments actually received by
Agent Bank for the account of Lenders shall be paid to them promptly after
receipt thereof by Agent Bank, but in any event within one (1) Banking Business
Day, provided that Agent Bank shall pay to Lenders interest thereon, at the
Federal Funds Rate from the Banking Business Day following receipt of such funds
by Agent Bank until such funds are paid in immediately available funds to
Lenders.  Subject to Section 9.04(b), all payments of principal and
interest in respect of Funded Outstandings, all payments of the fees described
in this Credit Agreement, and all payments in respect of any other Obligations
shall be allocated among such other Lenders as are entitled thereto, in
proportion to their respective Pro Rata Shares or otherwise as provided
herein.  Agent Bank shall promptly distribute, but in any event within
one (1) Banking Business Day, to each Lender at its primary address set forth on
the appropriate signature page hereof or on the applicable Assignment and
Assumption Agreement, or at such other address as a Lender may request in
writing, such funds as it may be entitled to receive, provided that Agent Bank
shall in any event not be bound to inquire into or determine the validity, scope
or priority of any interest or entitlement of any Lender and may suspend all
payments and seek appropriate relief (including, without limitation,
instructions from Requisite Lenders or all Lenders, as applicable, or an action
in the nature of interpleader) in the event of any doubt or dispute as to any
apportionment or distribution contemplated hereby.  The order of
priority herein is set forth solely to determine the rights and priorities of
Lenders as among themselves and may at any time or from time to time be changed
by Lenders as they may elect, in writing in accordance with Section 10.01,
without necessity of notice to or consent of or approval by Borrower, Guarantor
or any other Person.  All payments or other sums received by Agent
Bank for the account of Lenders (including, without limitation, principal and
interest payments, the proceeds of any and all insurance maintained with respect
to any of the Collateral, and any and all condemnation proceeds with respect to
any of the Collateral) shall not constitute property or assets of the Agent Bank
and shall be held by Agent Bank, solely in its capacity as administrative and
collateral agent for itself and the other Lenders, subject to the Loan
Documents.


    
      
        
        

      

      
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    9.4.2.      
Notwithstanding any provision hereof to the contrary, until such time as a
Defaulting Lender has funded its Pro Rata Share of Borrowing which was
previously a Non Pro Rata Borrowing, or all other Lenders have received payment
in full (whether by repayment or prepayment) of the principal due in respect of
such Non Pro Rata Borrowing, all principal sums owing to such Defaulting Lender
hereunder shall be subordinated in right of payment to the prior payment in full
of all principal, in respect of all Non Pro Rata Borrowing in which the
Defaulting Lender has not funded its Pro Rata Share.  This provision
governs only the relationship among Agent Bank, each Defaulting Lender, and the
other Lenders; nothing hereunder shall limit the obligation of Borrower to repay
all Borrowings in accordance with the terms of this Credit
Agreement.  The provisions of this section shall apply and be
effective regardless of whether an Event of Default occurs and is then
continuing, and notwithstanding (i) any other provision of this Credit Agreement
to the contrary, (ii) any instruction of Borrower as to its desired application
of payments or (iii) the suspension of such Defaulting Lender's right to vote on
matters which are subject to the consent or approval of Requisite Lenders or all
Lenders.  No Commitment Fee or L/C Fees shall accrue in favor of, or
be payable to, such Defaulting Lender from the date of any failure to fund
Borrowings or reimburse Agent Bank for any Liabilities and Costs as herein
provided until such failure has been cured, and Agent Bank shall be entitled to
(A) withhold or setoff, and to apply to the payment of the defaulted amount and
any related interest, any amounts to be paid to such Defaulting Lender under
this Credit Agreement, and (B) bring an action or suit against such Defaulting
Lender in a court of competent jurisdiction to recover the defaulted amount and
any related interest.  In addition, the Defaulting Lender shall
indemnify, defend and hold Agent Bank and each of the other Lenders harmless
from and against any and all Liabilities and Costs, plus interest thereon at the
Default Rate, which they may sustain or incur by reason of or as a direct
consequence of the Defaulting Lender's failure or refusal to abide by its
obligations under this Credit Agreement.

     

     

    9.5.        
Rights, Exculpation,
Etc.  Neither Agent Bank, any Affiliate of Agent Bank, nor any
of their respective officers, directors, employees, agents, attorneys or
consultants, shall be liable to any Lender for any action taken or omitted by
them hereunder or under any of the Loan Documents, or in connection herewith or
therewith, except that Agent Bank shall be liable for its gross negligence or
willful misconduct.  In the absence of gross negligence or willful
misconduct, Agent Bank shall not be liable for any apportionment or distribution
of payments made by it in good faith pursuant to Section 9.04, and if any such
apportionment or distribution is subsequently determined to have been made in
error the sole recourse of any Person to whom payment was due, but not made,
shall be to recover from the recipients of such payments any payment in excess
of the amount to which they are determined to have been
entitled.  Agent Bank shall not be responsible to any Lender for any
recitals, statements, representations or warranties herein or for the execution,
effectiveness, genuineness, validity, enforceability, collectibility or
sufficiency of this Credit Agreement, any of the Security Documentation or any
of the other Loan Documents, or any of the transactions contemplated hereby and
thereby; or for the financial condition of the Borrower or any of its
Affiliates.  Agent Bank shall not be required to make any inquiry
concerning either the performance or observance of any of the terms, provisions
or conditions of this Credit Agreement or any of the Loan Documents or the
financial condition of the Borrower, Guarantor or any of their Affiliates, or
the existence or possible existence of any Default or Event of
Default.


    
      
        
        

      

      
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    9.6.      
   Reliance.  Agent
Bank shall be entitled to rely upon any written notices, statements,
certificates, orders or other documents, telecopies or any telephone message
believed by it in good faith to be genuine and correct and to have been signed,
sent or made by the proper Person, and with respect to all matters pertaining to
this Credit Agreement or any of the Loan Documents and its duties hereunder or
thereunder, upon advice of legal counsel (including counsel for Borrower),
independent public accountant and other experts selected by it.

     

     

    9.7.          Indemnification.  To
the extent that Agent Bank is not reimbursed and indemnified by Borrower or
Guarantor, Lenders will reimburse, within ten (10) Banking Business Days after
notice from Agent Bank, and indemnify and defend Agent Bank for and against any
and all Liabilities and Costs which may be imposed on, incurred by, or asserted
against it in any way relating to or arising out of this Credit Agreement, the
Security Documentation or any of the other Loan Documents or any action taken or
omitted by Agent Bank or under this Credit Agreement, the Security Documentation
or any of the other Loan Documents, in proportion to each Lender's Pro Rata
Share; provided that no Lender shall be liable for any portion of such
Liabilities and Costs resulting from Agent Bank's gross negligence or willful
misconduct.  The obligations of Lenders under this Section 9.07 shall
survive the payment in full of all Obligations and the termination of this
Credit Agreement.  In the event that after payment and distribution of
any amount by Agent Bank to Lenders, any Lender or third party, including
Borrower, any creditor of Borrower or Guarantor or a trustee in bankruptcy,
recovers from Agent Bank any amount found to have been wrongfully paid to Agent
Bank or disbursed by Agent Bank to Lenders, then Lenders, in proportion to their
respective Pro Rata Shares, shall reimburse Agent Bank for all such
amounts.  Notwithstanding the foregoing, Agent Bank shall not be
obligated to advance Liabilities and Costs and may require the deposit by each
Lender of its Pro Rata Share of any material Liabilities and Costs anticipated
by Agent Bank before they are incurred or made payable.

     

     

    9.8.          Agent
Individually.  With respect to its Pro Rata Share of the
Aggregate Commitment hereunder and the Borrowings made by it, Agent Bank shall
have and may exercise the same rights and powers hereunder and is subject to the
same obligations and liabilities as and to the extent set forth herein for any
other Lender.  The terms "Lenders", "Requisite Lenders" or any similar
terms may include Agent Bank in its individual capacity as a Lender or one of
the Requisite Lenders, but Requisite Lenders shall not include Agent Bank solely
in its capacity as Agent Bank and need not necessarily include Agent Bank in its
capacity as a Lender.  Agent Bank and any Lender and its Affiliates
may accept deposits from, lend money to, and generally engage in any kind of
banking, trust or other business with Borrower or any of its Affiliates as if it
were not acting as Agent Bank or Lender pursuant hereto.

     

     

    9.9.          Successor Agent Bank;
Resignation of Agent Bank; Removal of Agent Bank.


    
      
        
        

      

      
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    9.9.1.    
  Agent Bank may resign from the performance of all its functions and
duties hereunder at any time by giving at least thirty (30) Banking Business
Days' prior written notice to Lenders and Borrower, and shall automatically
cease to be Agent Bank hereunder in the event a petition in bankruptcy shall be
filed by or against Agent Bank or the Federal Deposit Insurance Corporation or
any other Governmental Authority shall assume control of Agent Bank or Agent
Bank's interests under the Bank Facilities.  Further, Lenders (other
than Agent Bank) may unanimously remove Agent Bank at any time upon the
occurrence of gross negligence or wilful misconduct by Agent Bank by giving at
least thirty (30) Banking Business Days' prior written notice to Agent Bank,
Borrower and all other Lenders.  Such resignation or removal shall
take effect upon the acceptance by a successor Agent Bank of appointment
pursuant to clause (b) or (c).

     

     

    9.9.2.    
  Upon any such notice of resignation by or removal of Agent Bank,
Requisite Lenders shall appoint a successor Agent Bank which appointment shall
be subject to Borrower's consent (other than upon the occurrence and during the
continuance of any Event of Default), which shall not be unreasonably withheld
or delayed.  Any successor Agent Bank must be a bank (i) the senior
debt obligations of which (or such bank's parent's senior unsecured debt
obligations) are rated not less than Baa-2 by Moody's Investors Services, Inc.
or a comparable rating by a rating agency acceptable to Requisite Lenders and
(ii) which has total assets in excess of Ten Billion Dollars
($10,000,000,000.00).

     

     

    9.9.3.     
 If a successor Agent Bank shall not have been so appointed within said
thirty (30) Banking Business Day period, the retiring or removed Agent Bank,
with the consent of Borrower (other than upon the occurrence and during the
continuance of any Event of Default) (which may not be unreasonably withheld or
delayed), shall then appoint a successor Agent Bank who shall meet the
requirements described in subsection (b) above and who shall serve as Agent Bank
until such time, if any, as Requisite Lenders, with the consent of Borrower
(other than upon the occurrence and during the continuance of any Event of
Default), appoint a successor Agent Bank as provided above.

     

     

    9.10.        Consent and
Approvals.

     

     

    9.10.1.     Each
consent, approval, amendment, modification or waiver specifically enumerated in
this Credit Agreement as conditioned upon the prior consent or approval of
Requisite Lenders shall be evidenced by a written consent or approval delivered
to Agent Bank.

     

     

    9.10.2.     Each
consent, approval, amendment, modification or waiver specifically enumerated in
Sections 10.01(i) through (iii) shall require the consent of all
Lenders.


    
      
        
        

      

      
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    9.10.3.     In
addition to the required consents or approvals referred to in subsection (a)
above, Agent Bank may at any time request instructions from Requisite Lenders
with respect to any actions or approvals which, by the terms of this Credit
Agreement or of any of the Loan Documents, Agent Bank is permitted or required
to take or to grant without instructions from any Lenders, and if such
instructions are promptly requested, Agent Bank shall be absolutely entitled to
refrain from taking any action or to withhold any approval and shall not be
under any liability whatsoever to any Person for refraining from taking any
action or withholding any approval under any of the Loan Documents until it
shall have received such instructions from Requisite Lenders.  Without
limiting the foregoing, no Lender shall have any right of action whatsoever
against Agent Bank as a result of Agent Bank acting or refraining from acting
under this Credit Agreement, the Security Documentation or any of the other Loan
Documents in accordance with the instructions of Requisite Lenders or, where
applicable, all Lenders.  Agent Bank shall promptly notify each Lender
at any time that the Requisite Lenders have instructed Agent Bank to act or
refrain from acting pursuant hereto.

     

     

    9.10.4.     Each
Lender agrees that any action taken by Agent Bank at the direction or with the
consent of Requisite Lenders in accordance with the provisions of this Credit
Agreement or any Loan Document, and the exercise by Agent Bank at the direction
or with the consent of Requisite Lenders of the powers set forth herein or
therein, together with such other powers as are reasonably incidental thereto,
shall be authorized and binding upon all Lenders, except for actions
specifically requiring the approval of all Lenders.  Funding requests
hereunder shall be made in the manner set forth in Article II
herein.  All other communications from Agent Bank to Lenders
requesting Lenders' determination, consent, approval or disapproval (i) shall be
given in the form of a written notice to each Lender, (ii) shall be accompanied
by a description of the matter or thing as to which such determination,
approval, consent or disapproval is requested, or shall advise each Lender where
such matter or thing may be inspected, or shall otherwise describe the matter or
issue to be resolved, (iii) shall include, if reasonably requested by a Lender
and to the extent not previously provided to such Lender, written materials and
a summary of all oral information provided to Agent Bank by Borrower in respect
of the matter or issue to be resolved, and (iv) shall include Agent Bank's
recommended course of action or determination in respect
thereof.  Each Lender shall reply promptly, but in any event within
ten (10) Banking Business Days (the "Lender Reply Period").  Unless a
Lender shall give written notice to Agent Bank that it objects to the
recommendation or determination of Agent Bank (together with a written
explanation of the reasons behind such objection) within the Lender Reply
Period, such Lender shall be deemed to have approved of or consented to such
recommendation or determination.  With respect to decisions requiring
the approval of Requisite Lenders or all Lenders, Agent Bank shall submit its
recommendation or determination for approval of or consent to such
recommendation or determination to all Lenders and upon receiving the required
approval or consent shall follow the course of action or determination
recommended to Lenders by Agent Bank or such other course of action recommended
by Requisite Lenders, and each non-responding Lender shall be deemed to have
concurred with such recommended course of action.


    
      
        
        

      

      
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    9.11.     Agency Provisions Relating
to Collateral.

     

     

    9.11.1.     Agent
Bank is hereby authorized on behalf of all Lenders, without the necessity of any
notice to or further consent from any Lender, from time to time prior to an
Event of Default, to take any action with respect to any Collateral or Loan
Document which may be necessary to perfect and maintain Liens of the Security
Documentation upon the Collateral granted pursuant to the Loan
Documents.  Agent Bank may make, and shall be reimbursed by Lenders
(in accordance with their Pro Rata Shares), to the extent not reimbursed by
Borrower or Guarantor, for, Protective Advance(s) during any one (1) calendar
year with respect to the Collateral up to the sum of (i) amounts expended to pay
real estate taxes, assessments and governmental charges or levies imposed upon
such Collateral, (ii) amounts expended to pay insurance premiums for policies of
insurance related to such Collateral, and (iii) One Hundred Thousand Dollars
($100,000.00).  Protective Advances in excess of said sum during any
calendar year for any Collateral shall require the consent of Requisite
Lenders.  In addition, Agent Bank is hereby authorized on behalf of
all Lenders, without the necessity of any notice to or further consent from any
Lender, to: (i) waive the imposition of the late fees provided for in Section
2.11 up to a maximum of two (2) times per calendar year, including any
extensions, and (ii) release the V/P Property as Collateral subject to the
satisfaction of each of the conditions set forth in Section 5.22.

     

     

    9.11.2.     Lenders
hereby irrevocably authorize Agent Bank, at its option and in its discretion, to
release any Security Documentation granted to or held by Agent Bank upon any
Collateral (i) upon Bank Facility Termination and repayment and satisfaction of
all Borrowings, and all other Obligations and the termination of this Credit
Agreement, or (ii) if approved, authorized or ratified in writing by Agent Bank
at the direction of all Lenders.  Agent Bank shall not be required to
execute any document to evidence the release of the Security Documentation
granted to Agent Bank for the benefit of Lenders herein or pursuant hereto upon
any Collateral if, in Agent Bank's opinion, such document would expose Agent
Bank to liability or create any obligation or entail any consequence other than
the release of such Security Documentation without recourse or warranty, and
such release shall not in any manner discharge, affect or impair the Obligations
or any Security Documentation upon (or obligations of Borrower in respect of)
any property which shall continue to constitute part of the
Collateral.

     

     

    9.11.3.     Except
as provided in this Credit Agreement, Agent Bank shall have no obligation
whatsoever to any Lender or to any other Person to assure that the Collateral
exists or is owned by Borrower or is cared for, protected or insured or has been
encumbered or that the Security Documentation granted to Agent Bank herein or in
any of the other Loan Documents or pursuant hereto or thereto have been properly
or sufficiently or lawfully created, perfected, protected or enforced or are
entitled to any particular priority.


    
      
        
        

      

      
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    9.11.4.     Should
Agent Bank (i) employ counsel for advice or other representation (whether or not
any suit has been or shall be filed) with respect to any Collateral or any part
thereof, or any of the Loan Documents, or the attempt to enforce any security
interest or Security Documentation on any of the Collateral, or (ii) commence
any proceeding or in any way seek to enforce its rights or remedies under the
Loan Documents, irrespective of whether as a result thereof Agent Bank shall
acquire title to any Collateral, either through foreclosure, deed in lieu of
foreclosure or otherwise, each Lender, upon demand therefor from time to time,
shall contribute its share (based on its Pro Rata Share) of the reasonable costs
and/or expenses of any such advice or other representation, enforcement or
acquisition, including, but not limited to, fees of receivers or trustees, court
costs, title company charges, filing and recording fees, appraisers' fees and
fees and expenses of attorneys to the extent not otherwise reimbursed by
Borrower; provided that Agent Bank shall not be entitled to reimbursement of its
attorneys' fees and expenses incurred in connection with the resolution of
disputes between Agent Bank and other Lenders unless Agent Bank shall be the
prevailing party in any such dispute.  Any loss of principal and
interest resulting from any Event of Default shall be shared by Lenders in
accordance with their respective Pro Rata Shares.  It is understood
and agreed that in the event Agent Bank determines it is necessary to engage
counsel for Lenders from and after the occurrence of an Event of Default, said
counsel shall be selected by Agent Bank.

     

     

    9.12.    
   Lender Actions Against
Collateral.  Each Lender agrees that it will not take any
action, nor institute any actions or proceedings, against Borrower, Guarantor or
any other obligor hereunder, under the Security Documentation or under any other
Loan Documents with respect to exercising claims against or rights in any
Collateral without the consent of Requisite Lenders.

     

     

    9.13.      
 Ratable
Sharing.  Subject to Section 9.03 and 9.04, Lenders agree among
themselves that (i) with respect to all amounts received by them which are
applicable to the payment of the Obligations, equitable adjustment will be made
so that, in effect, all such amounts will be shared among them ratably in
accordance with their Pro Rata Shares, whether received by voluntary payment, by
counterclaim or cross action or by the enforcement of any or all of the
Obligations, or the Collateral, (ii) if any of them shall by voluntary payment
or by the exercise of any right of counterclaim or otherwise, receive payment of
a proportion of the aggregate amount of the Obligations held by it which is
greater than its Pro Rata Share of the payments on account of the Obligations,
the one receiving such excess payment shall purchase, without recourse or
warranty, an undivided interest and participation (which it shall be deemed to
have done simultaneously upon the receipt of such payment) in such Obligations
owed to the others so that all such recoveries with respect to such Obligations
shall be applied ratably in accordance with their Pro Rata Shares; provided,
that if all or part of such excess payment received by the purchasing party is
thereafter recovered from it, those purchases shall be rescinded and the
purchase prices paid for such participations shall be returned to that party to
the extent necessary to adjust for such recovery, but without interest except to
the extent the purchasing party is required to pay interest in connection with
such recovery.  Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section 9.13 may, to the
fullest extent permitted by law, exercise all its rights of payment with respect
to such participation as fully as if such Lender were the direct creditor of
Borrower in the amount of such participation.  No Lender shall
exercise any setoff, banker's lien or other similar right in respect to any
Obligations without the prior written approval by Agent Bank.


    
      
        
        

      

      
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    9.14.    
   Delivery of
Documents.  Agent Bank shall as soon as reasonably practicable
distribute to each Lender at its primary address set forth on the appropriate
counterpart signature page hereof, or at such other address as a Lender may
request in writing, (i) copies of all documents to which such Lender is a party
or of which is executed or held by Agent Bank on behalf of such Lender, (ii) all
documents of which Agent Bank receives copies from Borrower pursuant to Article
VI and Section 10.03, (iii) all other documents or information which Agent Bank
is required to send to Lenders pursuant to the terms of this Credit Agreement,
(iv) other information or documents received by Agent Bank at the request of any
Lender, and (v) all notices received by Agent Bank pursuant to Section
5.20.  In addition, within fifteen (15) Banking Business Days after
receipt of a request in writing from a Lender for written information or
documents provided by or prepared by Borrower, Agent Bank shall deliver such
written information or documents to such requesting Lender if Agent Bank has
possession of such written information or documents in its capacity as Agent
Bank or as a Lender.

     

     

    9.15.     
  Notice of
Events of Default.  Agent Bank shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default (other
than nonpayment of principal of or interest on the Credit Facility) unless Agent
Bank has received notice in writing from a Lender or Borrower referring to this
Credit Agreement or the other Loan Documents, describing such event or condition
and expressly stating that such notice is a notice of a Default or Event of
Default.  Should Agent Bank receive such notice of the occurrence of a
Default or Event of Default, or should Agent Bank send Borrower or Guarantor a
notice of Default or Event of Default, Agent Bank shall promptly give notice
thereof to each Lender.

     

     

    10.

    GENERAL TERMS AND
CONDITIONS

    


    The
following terms and conditions shall be applicable throughout the term of this
Credit Agreement:

     

    10.1.       
Amendments and
Waivers.  (a) No amend­ment or modification of any
provision of this Credit Agreement shall be effective without the written
agreement of Requisite Lenders (after notice to all Lenders), Borrower and
Guarantor (except for rights and priorities of Lenders as amongst themselves as
provided in Section 9.04(a) which do not require the consent of Borrower or
Guarantor), and (b) no termination or waiver of any provision of this Credit
Agreement, or consent to any departure by Borrower and/or Guarantor therefrom
(except as expressly provided in Section 9.11(a) with respect to waivers of late
fees), shall in any event be effective without the written concurrence of
Requisite Lenders (after notice to all Lenders), which Requisite Lenders shall
have the right to grant or withhold at their sole discretion, except that the
following amendments, modifications or waivers shall require the consent of all
Lenders:


    
      
        
        

      

      
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    10.1.1.     modify
any requirement hereunder that any particular action be taken by all the Lenders
or by the Requisite Lenders, modify this Section 10.01 or change the definition
of "Requisite Lenders", or remove Agent Bank under Section 9.09(a), shall be
effective unless consented to by all of the Lenders, without regard to the vote
of Agent Bank as a Lender;

     

     

    10.1.2.     increase
the Aggregate Commitment (other than with respect to the Commitment Increase) or
increase the Syndication Interest of any Lender, release any Collateral except
as specifically provided in the Credit Agreement, extend the Maturity Date or
change any provision expressly requiring the consent of all Lenders shall be
made without the consent of each Lender; or

     

     

    10.1.3.     reduce
any fees described in Section 2.10 or extend the due date for, or reduce or
postpone the amount of, any Scheduled Reductions on the Credit Facility, or
reduce the rate of interest or postpone the payment of interest on the Credit
Facility, shall be made without the consent of all of the Lenders.

     

    In
connection with any proposed amendment, modification, supplement, extension,
termination, consent or waiver requiring the consent of all Lenders as set forth
in (i) through (iii) above, if the consent of the Requisite Lenders is obtained,
but the consent of other Lenders whose consent is required is not obtained (any
such Lender whose consent is not obtained as described in this Section 10.01
being referred to as a "Non-Consenting Lender"), then, so long as the Lender
that is acting as the Agent Bank is not a Non-Consenting Lender, at the
Borrowers' request, the Lender that is acting as the Agent Bank or an Eligible
Assignee that is acceptable to the Agent Bank (in either case the "Purchasing
Lender") shall have the right with the Agent Bank's consent and in the Agent
Bank's sole discretion (but shall have no obligation) to purchase from such
Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon
the Agent Bank's request, sell and assign to the Purchasing Lender all of its
rights and obligations under this Credit Agreement and the other Loan Documents
(including all of its rights and obligations in the Bank Facilities) for an
amount equal to the Non-Consenting Lender's Syndication Interest in the Funded
Outstandings and all accrued interest, fees and other Obligations with respect
thereto through the date of sale (or such other amounts as may be agreed upon by
the Non-Consenting Lender and the Purchasing Lender).  In such event,
such Non-Consenting Lender and such Purchasing Lender agree to execute an
Assignment and Assumption Agreement to reflect such purchase and sale, but
regardless of whether such Assignment and Assumption Agreement is executed by
such Non-Consenting Lender, such Non-Consenting Lender's rights hereunder,
except rights under Section 5.14 (i.e. Indemnification by the Borrowers) and
10.14 (i.e. Arbitration) with respect to actions prior to such date, shall cease
from and after the date of presentation of the Assignment and Assumption
Agreement duly executed by such Purchasing Lender and tender by the Purchasing
Lender of the amount of the purchase price.


    
      
        
        

      

      
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    No
amendment, modification, termination or waiver of any provision of Article X or
any other provision referring to Agent Bank shall be effective without the
written concurrence of Agent Bank, but only if such amendment, modification,
termination or waiver alters the obligations or rights of Agent
Bank.  Any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it was given.  No
notice to or demand on Borrower or Guarantor in any case shall entitle Borrower
to any other further notice or demand in similar or other
circumstances.  Any amendment, modification, termination, waiver or
consent effected in accordance with this Section 10.01 shall be binding on each
assignee, transferee or recipient of Agent Bank's or any Lender's Syndication
Interest under this Credit Agreement or the Credit Facility at the time
outstanding.  No modification of Section 2.08 or the Swingline Note
shall be made without the consent of the Swingline Lender.  No
modification of Section 2.09 shall be made without the consent of the L/C
Issuer.

     

    10.2.     
 Failure to
Exercise Rights.  Nothing herein contained shall impose upon
Banks, Borrower or Guarantor any obligation to enforce any terms, covenants or
conditions contained herein.  Failure of Banks, Borrower or Guarantor,
in any one or more instances, to insist upon strict performance by Borrower,
Guarantor or Banks of any terms, covenants or conditions of this Credit
Agreement or the other Loan Documents, shall not be considered or taken as a
waiver or relinquishment by Banks, Borrower or Guarantor of their right to
insist upon and to enforce in the future, by injunction or other appropriate
legal or equitable remedy, strict compliance by Borrower, Guarantor or Banks
with all the terms, covenants and conditions of this Credit Agreement and the
other Loan Documents.  The consent of Banks, Guarantor or Borrower to
any act or omission by Borrower, Guarantor or Banks shall not be construed to be
a consent to any other or subsequent act or omission or to waive the requirement
for Banks', Guarantor's or Borrower's consent to be obtained in any future or
other instance.

     

     

    10.3.    
  Notices
and Delivery.

     

     

    10.3.1.     The
Borrower agrees that the Agent Bank may make any material delivered by the
Borrower to the Agent Bank, as well as any amendments, waivers, consents, and
other written information, documents, instruments and other materials relating
to the Borrower, any of its Subsidiaries or Affiliates, or any other materials
or matters relating to this Credit Agreement, the Notes or any of the
transactions contemplated hereby (collectively, the "Communications") available
to the Lenders by posting such notices on an electronic delivery system (which
may be provided by the Agent Bank, an Affiliate of the Agent Bank, or any Person
that is not an Affiliate of the Agent Bank), such as IntraLinks, DebtX or a
substantially similar electronic system (the "Platform").  The
Borrower acknowledges that (i) the distribution of material through an
electronic medium is not necessarily secure and that there are confidentiality
and other risks associated with such distribution, (ii) the Platform is provided
"as is" and "as available" and (iii) neither the Agent Bank nor any of its
Affiliates warrants the accuracy, completeness, timeliness, sufficiency, or
sequencing of the Communications posted on the Platform.  The Agent
Bank and its Affiliates expressly disclaim with respect to the Platform any
liability for errors in transmission, incorrect or incomplete downloading,
delays in posting or delivery, or problems accessing the Communications posted
on the Platform and any liability for any losses, costs, expenses or liabilities
that may be suffered or incurred in connection with the Platform.  No
warranty of any kind, express, implied or statutory, including, without
limitation, 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 Agent Bank or any of its Affiliates in connection with
the Platform.


    
      
        
        

      

      
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    10.3.2.     Each
Lender agrees that notice to it (as provided in the next sentence) (a "Notice")
specifying that any Communication has been posted to the Platform shall for
purposes of this Credit Agreement constitute effective delivery to such Lender
of such information, documents or other materials comprising such
Communication.  Each Lender agrees (i) to notify, on or before the
date such Lender becomes a party to this Credit Agreement, the Agent Bank in
writing of such Lender's e-mail address to which a Notice may be sent (and from
time to time thereafter to ensure that the Agent Bank has on record an effective
e-mail address for such Lender) and (ii) that any Notice may be sent to such
e-mail address.

     

     

    10.3.3.     Notwithstanding
the foregoing, any Communications may be personally served, faxed or sent by
courier service or United States mail and shall be deemed to have been given
when delivered in person or by courier service, upon receipt of a facsimile (or
on the next Banking Business Day if such facsimile is received on a non-Banking
Business Day or after 5:00 p.m. on a Banking Business Day) or four (4) Banking
Business Days after deposit in the United States mail (registered or certified,
with postage prepaid and properly addressed).  Notices to Agent Bank
pursuant to Articles II shall not be effective until received by Agent
Bank.

     

     

    10.3.4.     For
the purposes hereof, the addresses of the parties hereto (until notice of a
change thereof is delivered as provided in this Section 10.03) shall be as set
forth below each party's name on the signature pages hereof, or, as to each
party, at such other address as may be designated by such party in an Assignment
and Assumption Agreement or in a written notice to all of the other
parties.  All non-electronic deliveries to be made to Agent Bank for
distribution to the Lenders shall be made to Agent Bank at the addresses
specified for notice on the signature page hereto and in addition, a sufficient
number of copies of each such delivery shall be delivered to Agent Bank for
delivery to each Lender at the address specified for deliveries on the signature
page hereto or such other address as may be designated by Agent Bank in a
written notice.


    
      
        
        

      

      
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    10.4. 
     Modification in
Writing.  This Credit Agreement and the other Loan Documents
constitute the entire agreement between the parties and supersede all prior
agreements whether written or oral with respect to the subject matter hereof,
including, but not limited to, any term sheets furnished by any of the Banks to
Borrower or Guarantor.  Neither this Credit Agreement, nor any other
Loan Documents, nor any provision herein, or therein, may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or
termination is sought.

     

     

    10.5.   
    Other
Agreements.  If the terms of any documents, certificates or
agreements delivered in connection with this Credit Agreement are inconsistent
with the terms of the Loan Documents, Borrower or Guarantor, as applicable,
shall use their best efforts to amend such document, certificate or agreement to
the satisfaction of Agent Bank to remove such inconsistency.

     

     

    10.6.    
   Counterparts.  This
Credit Agreement may be executed by the parties hereto in any number of separate
counterparts with the same effect as if the signatures hereto and hereby were
upon the same instrument.  All such counterparts shall together
constitute but one and the same document.

     

     

    10.7.    
   Rights, Powers and Remedies
are Cumulative.  None of the rights, powers and remedies
conferred upon or reserved to Agent Bank, Banks, Borrower or Guarantor in this
Credit Agreement are intended to be exclusive of any other available right,
power or remedy, but each and every such right, power and remedy shall be
cumulative and not alternative, and shall be in addition to every right, power
and remedy herein specifically given or now or hereafter existing at law, in
equity or by statute.  Any forbearance, delay or omission by Agent
Bank, Banks, Borrower or Guarantor in the exercise of any right, power or remedy
shall not impair any such right, power or remedy or be considered or taken as a
waiver or relinquishment of the right to insist upon and to enforce in the
future, by injunction or other appropriate legal or equitable remedy, any of
said rights, powers and remedies given to Agent Bank, Banks, Borrower or
Guarantor herein.  The exercise of any right or partial exercise
thereof by Agent Bank, Banks, Borrower or Guarantor shall not preclude the
further exercise thereof and the same shall continue in full force and effect
until specifically waived by an instrument in writing executed by Agent Bank or
Banks, as the case may be.


    
      
        
        

      

      
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    10.8.     
  Continuing
Representations.  All agreements, representations and
warranties made herein shall survive the execution and delivery of this Credit
Agreement, the making of the Credit Facility hereunder and the execution and
delivery of each other Loan Document until and final payment of all sums owing
under the Credit Facility and the Credit Facility has been irrevocably
terminated.

     

     

    10.9.    
    Successors and
Assigns.  All of the terms, covenants, warranties and
conditions contained in this Credit Agreement shall be binding upon and inure to
the sole and exclusive benefit of the parties hereto and their respective
successors and assigns.

     

     

    10.10.    
  Assignment
of Loan Documents by Borrower, Guarantor or Syndication Interests by
Lenders.

     

     

    10.10.1.   This
Credit Agreement and the other Loan Documents to which Borrower or Guarantor is
a party will be binding upon and inure to the benefit of Borrower, Guarantor,
the Agent Bank, each of the Banks, and their respective successors and assigns,
except that,
Borrower and Guarantor may not assign their rights hereunder or thereunder or
any interest herein or therein without the prior written consent of all the
Lenders.  Any attempted assignment or delegation in contravention of
the foregoing shall be null and void.  Any Lender may at any time
pledge its Syndication Interest in the Credit Facility, the Credit Agreement and
the Loan Documents to a Federal Reserve Bank, but no such pledge shall release
that Lender from its obligations hereunder or grant to such Federal Reserve Bank
the rights of a Lender hereunder absent foreclosure of such pledge.

     

     

    10.10.2.   Each
Lender may assign all or any part of its Syndication Interest in the Credit
Facility to one or more financial institutions that are Eligible Assignees with
the prior consent of the Agent Bank and, so long as no Event of Default has
occurred and remains continuing, Borrower (which consents shall not be
unreasonably withheld or delayed); provided, however,
that the minimum amount of each such assignment shall be Five Million Dollars
($5,000,000.00), or such lesser amount as constitutes the remaining amount of a
Lender's Syndication Interest in the Credit Facility (except that there shall be
no minimum assignment among the Lenders or to their Affiliates), and each
assignee Lender (or assignor if so agreed between the assignee Lender and such
assignor) shall pay to the Agent Bank an assignment fee of Three Thousand Five
Hundred Dollars ($3,500.00) with respect to each such
assignment.  Each such assignment shall be evidenced by an assignment
substantially in the form of the Assignment and Assumption Agreement or other
form reasonably acceptable to Agent Bank and Borrower.  Concurrently
with each such assignment, each assignee Lender shall certify that as of the
date of such assignment no amounts are payable to such assignee Lender under
Sections 2.12 or 2.13 of the Credit Agreement other than to the extent amounts
thereunder are payable to all of the Lenders.  Upon any such
assignment, the assignee financial institution shall become a Lender for all
purposes under the Credit Agreement and each of the Loan Documents and the
assigning Lender shall be released from its further obligations hereunder to the
extent of such assignment.  Agent Bank agrees to give prompt notice to
Borrower of each assignment made under this Section 10.10(b) and to deliver to
Borrower each revision to the Schedule of Lenders' Proportions in Credit
Facility made as a consequence of each such assignment.


    
      
        
        

      

      
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    10.10.3.   Each
Lender may sell participations for all or any part of its Syndication Interest
in the Credit Facility; provided, however,
that (i) such Lender shall promptly give written notice of such participation to
Agent Bank, (ii) such Lender shall remain responsible for its total obligations
under the Credit Agreement and each of the Loan Documents, (iii) the Borrower
and the Agent Bank shall continue to deal solely with such Lender in connection
with such Lender's rights and obligations under the Credit Agreement and each of
the Loan Documents, (iv) such Lender shall not sell any participation to any
competitor of Borrower or any Person engaged in the business of owning or
operating a casino, and (v) such Lender shall not sell any participation under
which the participant would have rights to approve any amendment or waiver
relating to the Credit Agreement or any Loan Document except to the extent any
such amendment or waiver would (w) extend the final Maturity Date or the date
for the payment or any installments of fees, principal or interest due in
respect of the Credit Facility, (x) reduce the amount of any Scheduled Reduction
in respect to the Credit Facility, (y) reduce the interest rates or fees
applicable to the Credit Facility or (z) release any material portion of the
Collateral.  Notwithstanding the foregoing, the rights of the Lenders
to make assignments and to grant participations shall be subject to the approval
by the Gaming Authorities of the assignee or participant, to the extent required
by applicable Gaming Laws, and to applicable securities laws.

     

     

    10.10.4.    In
the event any Lender is found unsuitable as a Lender under the Credit Facility
by the Nevada Gaming Authorities or the Governmental Authorities of any other
State of the United States ("Unsuitable Lender"): (i) Agent Bank may, in its
sole and absolute discretion, use its reasonable efforts to find a replacement
Lender, (ii) Borrower shall have the right, in Borrower's discretion, to make a
Voluntary Permanent Reduction in the amount necessary to reduce the Aggregate
Commitment by the amount of the Syndication Interest held by the Unsuitable
Lender until a replacement Lender, if any, commits to acquire the Syndication
Interest of the Unsuitable Lender, at which time the Aggregate Commitment shall
be increased by the amount of the Voluntary Permanent Reduction, and (iii) upon
full payment of all outstanding amounts of principal and interest owing it, such
Unsuitable Lender shall execute such documents as may be required by Agent Bank,
Borrower or the Nevada Gaming Authorities to evidence the assignment or
termination, as the case may be, of its Syndication Interest in the Credit
Facility.


    
      
        
        

      

      
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    10.11.  
   Action by
Lenders.  Whenever Banks shall have the right to make an
election, or to exercise any right, or their consent shall be required for any
action under this Credit Agreement or the Loan Documents, then such election,
exercise or consent shall be given or made for all Banks by Agent Bank in
accordance with the provisions of Section 10.01.  Notices, reports and
other documents required to be given by Borrower and/or Guarantor to Banks
hereunder may be given to Agent Bank on behalf of Banks, with sufficient copies
for distribution to each of the Banks, and the delivery to Agent Bank shall
constitute delivery to Banks.  In the event any payment or payments
are received by a Lender other than Agent Bank, Borrower consents to such
payments being shared and distributed as provided herein.

     

     

    10.12.   
  Time of
Essence.  Time shall be of the essence of this Credit
Agreement.

     

     

    10.13.  
   Choice of Law and
Forum.  This Credit Agreement shall be governed by and
construed in accordance with the internal laws of the State of Nevada without
regard to principles of conflicts of law.  Borrower and Guarantor
further agree that the full and exclusive forum for the determination of any
action relating to this Credit Agreement, the Loan Documents, or any other
document or instrument delivered in favor of Banks pursuant to the terms hereof
shall be either an appropriate Court of the State of Nevada or the United States
District Court or United States Bankruptcy Court for the District of
Nevada.

     

     

    10.14.  
   Arbitration.

     

     

    10.14.1.   Upon
the request of any party, whether made before or after the institution of any
legal proceeding, any action, dispute, claim or controversy of any kind (e.g.,
whether in contract or in tort, statutory or common law, legal or equitable)
("Dispute") now existing or hereafter arising between the parties in any way
arising out of, pertaining to or in connection with the Credit Agreement, Loan
Documents or any related agreements, documents, or instruments (collectively the
"Documents"), may, by summary proceedings (e.g., a plea in abatement or motion
to stay further proceedings), bring an action in court to compel arbitration of
any Dispute.

     

     

    10.14.2.    All
Disputes between the parties shall be resolved by binding arbitration governed
by the Commercial Arbitration Rules of the American Arbitration
Association.  Judgment upon the award rendered by the arbitrators may
be entered in any court having jurisdiction.

     

     

    10.14.3.   No
provision of, nor the exercise of any rights under this arbitration clause shall
limit the rights of any party, and the parties shall have the right during any
Dispute, to seek, use and employ ancillary or preliminary remedies, judicial or
otherwise, for the purposes of realizing upon, preserving, protecting or
foreclosing upon any property, real or personal, which is involved in a Dispute,
or which is subject to, or described in, the Documents, including, without
limitation, rights and remedies relating to: (i) foreclosing against any real or
personal property collateral or other security by the exercise of a power of
sale under the Security Documentation or other security agreement or instrument,
or applicable law, (ii) exercising self-help remedies (including setoff rights)
or (iii) obtaining provisional or ancillary remedies such as injunctive relief,
sequestration, attachment, garnishment or the appointment of a receiver from a
court having jurisdiction before, during or after the pendency of any
arbitration.  The institution and maintenance of an action for
judicial relief or pursuit of provisional or ancillary remedies or exercise of
self-help remedies shall not constitute a waiver of the right of any party,
including the plaintiff, to submit the Dispute to arbitration nor render
inapplicable the compulsory arbitration provision hereof.


    
      
        
        

      

      
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    10.15.   
  WAIVER OF
JURY TRIAL.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWER,
GUARANTOR AND EACH OF THE BANKS EACH MUTUALLY HEREBY EXPRESSLY WAIVE ANY RIGHT
TO TRIAL BY JURY OF ANY ACTION, CAUSE OF ACTION, CLAIM, DEMAND, OR PROCEEDING
ARISING UNDER OR WITH RESPECT TO THIS CREDIT AGREEMENT, THE REVOLVING CREDIT
NOTE OR ANY OF THE LOAN DOCUMENTS, OR IN ANY WAY CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE DEALINGS OF BORROWER, GUARANTOR AND BANKS WITH RESPECT TO THIS
CREDIT AGREEMENT, THE REVOLVING CREDIT NOTE OR ANY OF THE LOAN DOCUMENTS, OR THE
TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWER,
GUARANTOR AND EACH OF THE BANKS EACH MUTUALLY AGREE THAT ANY SUCH ACTION, CAUSE
OF ACTION, CLAIM, DEMAND, OR PROCEEDINGS SHALL BE DECIDED BY A COURT TRIAL
WITHOUT A JURY AND THAT THE DEFENDING PARTY MAY FILE AN ORIGINAL COUNTERPART OF
THIS SECTION WITH ANY COURT OR OTHER TRIBUNAL AS WRITTEN EVIDENCE OF THE CONSENT
OF THE COMPLAINING PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY
JURY.

     

     

    10.16.   
  Scope of
Approval and Review.  Any inspection of the Hotel/Casino
Facility or other documents shall be deemed to be made solely for Banks'
internal purposes and shall not be relied upon by the Borrower, Guarantor or any
third party.  In no event shall Lenders be deemed or construed to be
joint venturers or partners of Borrower or Guarantor.

     

     

    10.17.    
 Severability of
Provisions.  In the event any one or more of the provisions
contained in this Credit Agreement shall be invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby.


    
      
        
        

      

      
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    10.18.   
  Cumulative
Nature of Covenants.  All covenants contained herein are
cumulative and not exclusive of each other covenant.  Any action
allowed by any covenant shall be allowed only if such action is not prohibited
by any other covenant.

     

     

    10.19. 
    Costs to Prevailing
Party.  If any action or arbitration proceeding is brought by
any party against any other party under this Credit Agreement or any of the Loan
Documents, the prevailing party shall be entitled to recover such costs and
attorney's fees as the court in such action or proceeding may adjudge
reasonable.

     

     

    10.20.  
   Expenses.

     

     

    10.20.1.    Generally.  Borrower
agrees upon demand to pay, or reimburse Agent Bank for, all of Agent Bank's
documented reasonable out-of-pocket costs and expenses of every type and nature
incurred by Agent Bank at any time (whether prior to, on or after the date of
this Credit Agreement) in connection with (i) any requests for consent, waiver
or other modification of any Loan Document made by Borrower, other than to
correct errors attributable to the Banks; (ii) the negotiation, preparation and
execution of this Credit Agreement (including, without limitation, the
satisfaction or attempted satisfaction of any of the conditions set forth in
Article III), the Security Documentation and the other Loan Documents and the
advance of Borrowings; (iii) the subordination or release of any Collateral,
including title charges, recording fees and reasonable attorneys' fees and costs
incurred in connection therewith; (iv) any appraisals performed after the
occurrence of an Event of Default; (v) the creation, perfection or protection of
the Security Documentation on the Collateral (including, without limitation, any
fees and expenses for title and lien searches, filing and recording fees and
taxes, duplication costs and corporate search fees); (vi) all reasonable costs
and expenses incurred by Agent Bank in connection with the sale of Syndication
Interests in the Credit Facility, including Platform fees, in connection with
the Restatement Effective Date and each Commitment Increase; and (vii) the
protection, collection or enforcement of any of the Obligations or the
Collateral, including Protective Advances.

     

     

    10.20.2.   After Event of
Default.  Borrower further agrees to pay, or reimburse Agent
Bank and Lenders, for all reasonable out-of-pocket costs and expenses, including
without limitation reasonable attorneys' fees and disbursements incurred by
Agent Bank or Lenders after the occurrence of an Event of Default (i) in
enforcing any Obligation or in foreclosing against the Collateral or exercising
or enforcing any other right or remedy available by reason of such Event of
Default; (ii) in connection with any refinancing or restructuring of the credit
arrangements provided under this Credit Agreement or in any insolvency or
bankruptcy proceeding; (iii) in commencing, defending or intervening in any
litigation or in filing a petition, complaint, answer, motion or other pleadings
in any legal proceeding relating to Borrower and related to or arising out of
the transactions contemplated hereby; (iv) in taking any other action in or with
respect to any suit or proceeding (whether in bankruptcy or otherwise); (v) in
protecting, preserving, collecting, leasing, selling, taking possession of, or
liquidating any of the Collateral; or (vi) in attempting to enforce or enforcing
any lien in any of the Collateral or any other rights under the Security
Documentation.


    
      
        
        

      

      
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    10.21.     
Setoff.  In
addition to any rights and remedies of the Agent Bank provided by law, if any
Event of Default exists, Agent Bank is authorized at any time and from time to
time, without prior notice to any Borrower, any such notice being waived by the
Borrower to the fullest extent permitted by law, to set-off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held by Agent Bank to or for the credit or the account of Borrower against
any and all obligations of Borrower under the Credit Facility, now or hereafter
existing, irrespective of whether or not the Agent Bank shall have made demand
under this Credit Agreement or any Loan Document and although such amounts owed
may be contingent or unmatured.  Agent Bank agrees promptly to notify
the Borrower (and Agent Bank shall promptly notify each other Lender) after any
such setoff and application made by Agent Bank; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application.  The rights of Agent Bank under this Section 10.21 are in
addition to the other rights and remedies which Agent Bank may
have.

     

     

    10.22.    
 Security and
Loan Documentation.  The Security Documentation and other Loan
Documents (other than this Credit Agreement) may be held in the name of WFB as
the Agent Bank of all Banks hereunder pursuant to the terms of this Credit
Agreement.

     

     

    10.23.  
   Schedules
Attached.  Schedules are attached hereto and incorporated
herein and made a part hereof as follows:

     

    
      	
               
      

            	
              Schedule
      2.01(a)

            	
              -     Schedule
      of Lenders' Proportions in Credit
Facility

            


    

    


    
      	
               
      

            	
              Schedule
      2.01(c)

            	
              -     Aggregate
      Commitment Reduction Schedule

            


    

    


    
      	
               
      

            	
              Schedule
      2.01(c)

            


    

    
      	
               
      

            	
              Alternate
      One

            	
              -     Aggregate
      Commitment Reduction Schedule - Alternate
One

            


    

    


    
      	
               
      

            	
              Schedule
      3.18

            	
              -     Schedule
      of Significant Litigation

            


    

    


    
      	
               
      

            	
              Schedule
      4.15

            	
              -     Schedules
      of Spaceleases

            


    


    
      
        
        

      

      
        122

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              Schedule
      4.16

            	
              -     Schedule
      of Equipment Leases and Contracts

            


    

    


    
      	
               
      

            	
              Schedule
      4.22

            	
              -     Schedule
      of Trademarks, Patents, Licenses, Franchises, Formulas and
      Copyrights

            


    

    


    
      	
               
      

            	
              Schedule
      4.23

            	
              -     Schedule
      of Contingent Liabilities

            


    

    


    
      	
               
      

            	
              Schedule
      6.04

            	
              -     Schedule
      of Remodel Projects

            


    

    


    
      	
               
      

            	
              Schedule
      6.08

            	
              -     Schedule
      of Liens

            


    

    


    
      	
               
      

            	
              Schedule
      A

            	
              -     Hotel/Casino
      Property - Description

            


    

    


    
      	
               
      

            	
              Schedule
      B

            	
              -     V/P
      Property - Description

            


    

     

    10.24.   
   Exhibits
Attached.  Exhibits are attached hereto and incorporated herein
and made a part hereof as follows:

     

    
      	
               
      

            	
              Exhibit
      A

            	
              -     Revolving
      Credit Note - Form

            


    

    


    
      	
               
      

            	
              Exhibit
      B

            	
              -     Swingline
      Note - Form

            


    

    


    
      	
               
      

            	
              Exhibit
      C

            	
              -     Notice
      of Borrowing - Form

            


    

    


    
      	
               
      

            	
              Exhibit
      D

            	
              -     Continuation/Conversion
      Notice -Form

            


    

    


    
      	
               
      

            	
              Exhibit
      E

            	
              -     Compliance
      Certificate - Form

            


    

    


    
      	
               
      

            	
              Exhibit
      F

            	
              -     Closing
      Pricing Certificate - Form

            


    

    


    
      	
               
      

            	
              Exhibit
      G

            	
              -     Authorized
      Officer Certificate -Form

            


    

    


    
      	
               
      

            	
              Exhibit
      H

            	
              -     Closing
      Certificate

            


    

    


    
      	
               
      

            	
              Exhibit
      I

            	
              -     Guaranty
      - Form

            


    

    


    
      	
               
      

            	
              Exhibit
      J

            	
              -     Legal
      Opinion - Form

            


    

    


    
      	
               
      

            	
              Exhibit
      K

            	
              -     Notice
      of Swingline Advance - Form

            


    

    


    
      	
               
      

            	
              Exhibit
      L

            	
              -     Assumption
      and Consent Agreement - Form

            


    


    
      
        
        

      

      
        123

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              Exhibit
      M

            	
              -     Assignment
      and Assumption Agreement - Form

            


    

    


    
      	
               
      

            	
              Exhibit
      N

            	
              -     Cash
      Collateral Pledge Agreement -
Form

            


    


    
      
        
        

      

      
        124

        
          

        

      

      
        
        

      

    


    IN WITNESS WHEREOF, the parties hereto
have caused this Credit Agreement to be executed as of the day and year first
above written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        	 	
                                BORROWER:

                              
	 	 
      	 
      
	 	
                                GOLDEN
      ROAD MOTOR INN, INC.,

                              
	 	
                                a
      Nevada corporation

                              
	 	 
      	 
      
	 	 
      	 
      
	 	
                                By

                              	 	 
      
	 	 
      	
                                John
      Farahi,

                              
	 	 
      	
                                Chief
      Executive Officer

                              
	 	 
      	 
      
	 	
                                Address:

                              
	 	 
      	 
      
	 	
                                3800
      South Virginia Street

                              
	 	
                                Reno,
      NV  89502

                              
	 	 
      	 
      
	 	
                                Telephone:
      (775) 335-4602

                              
	 	
                                Facsimile:
      (775) 332-9171

                              
	 	 
      	 
      
	 	MCRI:
	 	 
      	 
      
	 	
                                MONARCH
      CASINO & RESORT, INC.,

                              
	 	
                                a
      Nevada corporation

                              
	 	 
      	 
      
	 	 
      	 
      
	 	
                                By

                              	 	 
      
	 	 
      	
                                John
      Farahi,

                              
	 	 
      	
                                Chief
      Executive Officer

                              
	 	 
      	 
      
	 	
                                Address:

                              
	 	 
      	 
      
	 	
                                3800
      South Virginia Street

                              
	 	
                                Reno,
      NV  89502

                              
	 	 
      	 
      
	 	
                                Telephone:
      (775) 335-4602

                              
	 	
                                Facsimile:
      (775)
332-9171

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    

    


    
      
        
          
            
              	 
      	
                      BANKS:

                    
	 
      	 
      	 
      
	 
      	
                      WELLS
      FARGO BANK,

                    
	 
      	
                      National
      Association,

                    
	 
      	
                      Agent
      Bank, Lender and Swingline Lender

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                      By

                    	 	 
      
	 
      	 
      	
                      Stephen
      G. Buntin,

                    
	 
      	 
      	
                      Senior
      Vice President

                    
	 
      	 
      	 
      
	 
      	
                      Address:

                    
	 
      	 
      	 
      
	 
      	
                      5340
      Kietzke Lane, Suite 201

                    
	 
      	
                      Reno,
      NV  89511

                    
	 
      	 
      	 
      
	 
      	
                      Telephone:
      (775) 689-6007

                    
	 
      	
                      Facsimile:
      (775)
689-6029

                    


            

          

        

      

    


    
      
        
        

      

      
         


        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	 
      	
                    BANK
      OF AMERICA , N.A.

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                    By

                  	 	 
      
	 
      	 
      	
                    Donald
      Schulke,

                  
	 
      	 
      	
                    Senior
      Vice President

                  
	 
      	 
      	 
      
	 
      	
                    Address:

                  
	 
      	 
      	 
      
	 
      	
                    401
      South Virginia Street, 2nd
      Floor

                  
	 
      	
                    Reno,
      NV  89501

                  
	 
      	 
      	 
      
	 
      	
                    Telephone:
      (775) 688-8667

                  
	 
      	
                    Facsimile:
      (312) 453-5958

                  


          

        

      

    

    



    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              	 
      	
                      MUTUAL
      OF OMAHA BANK,

                    
	 
      	
                      a
      Federally Chartered Thrift

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                      By

                    	 	 
      
	 
      	 
      	
                      Ashan
      S. Perera,

                    
	 
      	 
      	
                      Vice
      President

                    
	 
      	 
      	 
      
	 
      	
                      Address:

                    
	 
      	 
      	 
      
	 
      	
                      8337
      W. Sunset Road, Suite 300

                    
	 
      	
                      Las
      Vegas, NV  89113

                    
	 
      	 
      	 
      
	 
      	
                      Telephone:
      (702) 492-5801

                    
	 
      	
                      Facsimile:
      (602)
636-8619

                    


            

          

        

      

    


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    SCHEDULE
2.01(C)

    


    AGGREGATE COMMITMENT
REDUCTION SCHEDULE

    (At
Closing)

    


    


    
      
        
          
            
              
                
                  
                    
                      	
                              REDUCTION
      DATE

                            	
                              SCHEDULED
      REDUCTION

                            
	
                              Closing
      Date

                            	
                              -0-

                            
	
                              December
      31, 2009

                            	 	
                              $2,500,000.00

                            
	
                              March
      31, 2010

                            	 	
                              $2,500,000.00

                            
	
                              June
      30, 2010

                            	 	
                              $2,500,000.00

                            
	
                              September
      30, 2010

                            	 	
                              $2,500,000.00

                            
	
                              December
      31, 2010

                            	 	
                              $2,500,000.00

                            
	
                              March
      31, 2011

                            	 	
                              $2,500,000.00

                            
	
                              June
      30, 2011

                            	 	
                              $2,500,000.00

                            
	
                              September
      30, 2011

                            	 	
                              $2,500,000.00

                            
	
                              December
      31, 2011

                            	 	
                              $2,500,000.00

                            
	
                              January
      20, 2012

                              (Maturity
      Date)

                            	
                              Remaining
      unpaid principal
balance

                            


                    

                  

                

              

            

          

        

      

    

     

     

    -5-