Exhibit 4.17


 


EXECUTION


 


 


AMENDED AND RESTATED LOAN AGREEMENT


 


Dated as of December 22, 2003


 


among


 


GREEN VALLEY RANCH GAMING, LLC


 


The Lenders and Syndication Agent herein named


 


and


 


BANK OF AMERICA, N.A.,

as Administrative Agent


 


 


BANC OF AMERICA SECURITIES LLC

and

WELLS FARGO BANK, N.A.,

as Joint Lead Arrangers and Book Managers


 
















 


TABLE OF CONTENTS


 


 


	
  AMENDED AND
  RESTATED LOAN AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Defined Terms

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.2

  	
  Use of Defined
  Terms

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.3

  	
  Accounting Terms

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.4

  	
  Rounding

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.5

  	
  Exhibits and Schedules

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.6

  	
  References to
  “Borrower and its Subsidiaries”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.7

  	
  Miscellaneous Terms

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.8

  	
  Letter of Credit
  Amounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2 LOANS AND LETTERS
  OF CREDIT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Loans-General

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.2

  	
  Base Rate Loans

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.3

  	
  LIBOR Loans

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.4

  	
  Letters of Credit

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.5

  	
  Voluntary Reduction of the
  Revolving Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.6

  	
  Scheduled Reductions of the
  Revolving Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.7

  	
  Mandatory Reductions of the
  Term Commitment and Prepayments of the Term Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.8

  	
  Mandatory
  Reductions of the Commitments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.9

  	
  Optional
  Increase to the Commitments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.10

  	
  Administrative
  Agent’s Right to Assume Funds Available for Advances

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.11

  	
  Swing Line

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.12

  	
  Collateral and
  Guaranty

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.13

  	
  Senior Indebtedness

  	
   

  



 


i
















 


	
  ARTICLE 3 PAYMENTS AND FEES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Principal
  and Interest

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.2

  	
  Arrangement Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.3

  	
  Upfront Fees

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.4

  	
  Commitment Fees

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.5

  	
  Letter of Credit Fees

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.6

  	
  Agency Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.7

  	
  Increased Commitment
  Costs

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.8

  	
  Eurodollar
  Costs and Related Matters

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.9

  	
  Late Payments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.10

  	
  Computation of Interest
  and Fees

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.11

  	
  Non-Business Days

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.12

  	
  Manner and Treatment of
  Payments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.13

  	
  Funding Sources

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.14

  	
  Failure to Charge Not
  Subsequent Waiver

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.15

  	
  Administrative Agent’s
  Right to Assume Payments Will be Made

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.16

  	
  Fee Determination Detail

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.17

  	
  Survivability

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4 REPRESENTATIONS
  AND WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Existence and Qualification;
  Power; Compliance With Laws

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.2

  	
  Authority;
  Compliance With Other Agreements and Instruments and Government Regulations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.3

  	
  No
  Governmental Approvals Required

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.4

  	
  Subsidiaries

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.5

  	
  Financial Statements

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.6

  	
  No Other Liabilities; No
  Material Adverse Changes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.7

  	
  Title to Property

  	
   

  



 


ii
















 


	
   

  	
  4.8

  	
  Intangible Assets

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.9

  	
  Public Utility
  Holding Company Act

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.10

  	
  Litigation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.11

  	
  Binding Obligations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.12

  	
  No Default

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.13

  	
  ERISA

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.14

  	
  Regulation U;
  Investment Company Act

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.15

  	
  Disclosure

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.16

  	
  Tax Liability

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.17

  	
  Projections

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.18

  	
  Hazardous Materials

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.19

  	
  Gaming Laws

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.20

  	
  Security Interests

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.21

  	
  Tax Shelter
  Regulations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5 AFFIRMATIVE
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Payment of
  Taxes and Other Potential Liens

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.2

  	
  Preservation
  of Existence

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.3

  	
  Maintenance
  of Properties

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.4

  	
  Maintenance
  of Insurance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.5

  	
  Compliance With
  Laws

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.6

  	
  Inspection
  Rights

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.7

  	
  Keeping of Records
  and Books of Account

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.8

  	
  Compliance With Agreements

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.9

  	
  Use of Proceeds

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.10

  	
  New Subsidiaries

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.11

  	
  Hazardous
  Materials Laws

  	
   

  



 


iii
















 


	
  ARTICLE 6 NEGATIVE COVENANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Payment of
  Subordinated Obligations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.2

  	
  Disposition
  of Property

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.3

  	
  Mergers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.4

  	
  Hostile Acquisitions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.5

  	
  Distributions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.6

  	
  ERISA

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.7

  	
  Change in
  Nature of Business

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.8

  	
  Liens and
  Negative Pledges

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.9

  	
  Indebtedness and
  Guaranty Obligations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.10

  	
  Transactions
  with Affiliates

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.11

  	
  Fixed Charge
  Coverage Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.12

  	
  Leverage Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.13

  	
  Capital Expenditures

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.14

  	
  Investments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.15

  	
  Acquisitions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.16

  	
  Management Fees

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.17

  	
  Amendments to Constituent
  Documents

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.18

  	
  Prepayments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.19

  	
  Synthetic Leases

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7 CONSTRUCTION
  PERIOD COVENANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Construction
  of Project

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.2

  	
  Amendments
  to Plans and Budgets

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.3

  	
  Timetable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.4

  	
  Construction Requirements

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.5

  	
  Construction Services
  Group

  	
   

  



 


iv
















 


	
   

  	
  7.6

  	
  Notice of Changes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.7

  	
  Construction
  Progress Reports

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.8

  	
  Construction
  Information

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.9

  	
  Construction, Permits, Licenses and Approvals

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.10

  	
  Purchase of Materials

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.11

  	
  Purchase of Offsite Materials

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.12

  	
  Site Visits

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.13

  	
  Protection Against Lien
  Claims

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.14

  	
  Completion Certificates

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.15

  	
  Completion Survey

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8 INFORMATION AND
  REPORTING REQUIREMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Financial and Business
  Information

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.2

  	
  Compliance
  Certificates

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9 CONDITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  Conditions
  to Closing

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.2

  	
  Any Advance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.3

  	
  Any Letter of
  Credit

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10 DEFAULT AND
  REMEDIES UPON EVENT OF DEFAULT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  Events of
  Default

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.2

  	
  Remedies Upon Event of
  Default

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11 ADMINISTRATIVE
  AGENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
  Appointment
  and Authorization of Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.2

  	
  Delegation
  of Duties

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.3

  	
  Liability
  of Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.4

  	
  Reliance by
  Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.5

  	
  Notice of
  Default

  	
   

  



 


v
















 


	
   

  	
  11.6

  	
  Credit
  Decision; Disclosure of Information by Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.7

  	
  Indemnification
  of Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.8

  	
  Administrative
  Agent in its Individual Capacity

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.9

  	
  Successor
  Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.10

  	
  Administrative
  Agent May File Proofs of Claim

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.11

  	
  Other
  Agents; Arrangers and Managers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.12

  	
  Proportionate
  Interest in any Collateral

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.13

  	
  Foreclosure
  on Collateral

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.14

  	
  Subordination,
  Non-Disturbance and Attornment Agreements

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.15

  	
  No Obligations of
  Borrower

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12 MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.1

  	
  Cumulative
  Remedies; No Waiver

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.2

  	
  Amendments;
  Consents

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.3

  	
  Attorney Costs,
  Expenses and Taxes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.4

  	
  Nature of Lenders’
  Obligations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.5

  	
  Survival of
  Representations and Warranties

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.6

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.7

  	
  Execution of
  Loan Documents

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.8

  	
  Binding Effect;
  Assignment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.9

  	
  Right of Setoff

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.10

  	
  Sharing of Setoffs

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.11

  	
  Indemnification by
  Borrower

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.12

  	
  Nonliability of the
  Lenders

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.13

  	
  No Third Parties
  Benefited

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.14

  	
  Confidentiality

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.15

  	
  Further Assurances

  	
   

  



 


vi
















 


	
   

  	
  12.16

  	
  Integration

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.17

  	
  Governing Law

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.18

  	
  Severability of
  Provisions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.19

  	
  Headings

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.20

  	
  Time of the Essence

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.21

  	
  Foreign Lenders and
  Participants

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.22

  	
  Hazardous Material
  Indemnity

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.23

  	
  Gaming Compliance.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.24

  	
  Payments Set Aside.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.25

  	
  Waiver of Right to Trial
  by Jury

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.26

  	
  Purported Oral
  Amendments

  	
   

  



 


	
  Exhibits

  	
   

  
	
   

  	
   

  	
   

  
	
  A  -

  	
  Assignment
  Agreement

  	
   

  
	
  B  -

  	
  Compliance
  Certificate

  	
   

  
	
  C-1

  	
  Revolving Note

  	
   

  
	
  C-2

  	
  Term Note

  	
   

  
	
  D  -

  	
  Pricing
  Certificate

  	
   

  
	
  E  -

  	
  Request for Loan

  	
   

  
	
  F  -

  	
  Subordination,
  Non-Disturbance and Attornment Agreement

  	
   

  
	
  G  -

  	
  Partial Site
  Plan

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedules

  	
   

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  The Greenspuns

  	
   

  
	
  4.3

  	
  Governmental
  Approvals

  	
   

  
	
  4.7

  	
  Existing Liens,
  Negative Pledges and Rights of Others

  	
   

  
	
  4.8

  	
  Trademarks and
  Trade Names

  	
   

  
	
  4.10

  	
  Material
  Litigation

  	
   

  
	
  4.18

  	
  Hazardous
  Materials Matters

  	
   

  
	
  6.9

  	
  Existing
  Indebtedness

  	
   

  
	
  6.14

  	
  Investments

  	
   

  
	
  12.6

  	
  Notice Addresses

  	
   

  



 


vii
















 


AMENDED
AND RESTATED LOAN AGREEMENT


 


Dated as of December 22, 2003


 


This AMENDED
AND RESTATED LOAN AGREEMENT is entered into by and among Green Valley Ranch
Gaming, LLC, a Nevada limited liability company (together with its successors
and permitted assigns, the “Borrower”), Wells Fargo Bank, N.A., as Syndication
Agent and Joint Lead Arranger and book manager (“Wells Fargo”), each lender
whose name is set forth on the signature pages of this Agreement and each
lender which may hereafter become a party to this Agreement pursuant to Section
12.8 (collectively, the “Lenders” and individually, a “Lender”), and Bank of
America, N.A., as Administrative Agent. 
While not a party hereto, Banc of America Securities LLC, along with
Wells Fargo, has served as Joint Lead Arranger and book manager for the credit
facilities described herein.  Borrower,
Administrative Agent and the other Lenders, covenant and agree with reference
to the following facts:


 


A.            Borrower
and Administrative Agent have previously entered in the Existing Loan Agreement
described herein.


 


B.            Effective
on the Closing Date, Borrower, Administrative Agent and the Lenders desire to
amend and restate the Existing Loan Agreement in its entirety by this
Agreement, and to provide, inter alia (and subject to the terms and
conditions set forth herein), for an increase in the amount of the credit
facilities provided by the Existing Loan Agreement, an extension of the
maturity thereof and revisions to the covenants of Borrower set forth therein.


 


NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreements herein contained, the parties hereto covenant and agree as follows:


 


ARTICLE 1

DEFINITIONS AND ACCOUNTING TERMS


 


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


 


“Acquisition” means any transaction, or any series of related
transactions, by which Borrower and/or any of its Subsidiaries directly or
indirectly acquires any ongoing business or all or substantially all of the
assets of any firm, corporation or division thereof constituting an ongoing
business, whether through a purchase of capital stock or assets, a merger or
otherwise.


 


“Administrative Agent” means Bank of America, when acting in its
capacity as the Administrative Agent under any of the Loan Documents, or any
successor Administrative Agent.


 


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


 


“Advance” means any advance made or to be made by any Lender to
Borrower as provided in Article 2, and includes each Base Rate Advance
and LIBOR Advance.


 


“Affiliate” means, as to any Person, any other Person which
directly or indirectly controls, or is under common control with, or is
controlled by, such Person.  As used in
this definition, “control” (and the correlative terms, “controlled by” and
“under common control


 


1
















 


with”) shall
mean possession, directly or indirectly, of power to direct or cause the
direction of management or policies (whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise); provided
that, in any event, any Person that owns, directly or indirectly, 10% or more
of the securities having ordinary voting power for the election of directors or
other governing body of a corporation that has more than 100 record holders of
such securities, or 10% or more of the partnership or other ownership interests
of any other Person that has more than 100 record holders of such interests,
will be deemed to be an Affiliate of such corporation, partnership or other
Person.


 


“Agent-Related Persons” means the Administrative Agent, together
with its Affiliates (including, in the case of Bank of America in its capacity
as the Administrative Agent and the Joint Lead Arranger), and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.


 


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


 


“Applicable Margins” means, as of any date of determination, (a)
as any portion of the Term Loans which are LIBOR Loans, 2.75% per annum at all
times, (b) as to any portion of the Term Loans which are Base Rate Loans, 1.50%
per annum at all times, and (c) as to the Revolving Loans, the following
percentages per annum, based upon the Pricing Level on that date:


 


	
  Pricing Level

  	
   

  	
  Base Rate
  Margin

  	
   

  	
  LIBOR Margin

  and Letter of

  Credit Fee Rate

  	
   

  	
  Commitment
  Fee

  	
   

  
	
  I

  	
   

  	
  0.500

  	
  %

  	
  1.750

  	
  %

  	
  0.375

  	
  %

  
	
  II

  	
   

  	
  0.625

  	
  %

  	
  1.875

  	
  %

  	
  0.375

  	
  %

  
	
  III

  	
   

  	
  0.750

  	
  %

  	
  2.000

  	
  %

  	
  0.500

  	
  %

  
	
  IV

  	
   

  	
  1.000

  	
  %

  	
  2.250

  	
  %

  	
  0.500

  	
  %

  
	
  V

  	
   

  	
  1.250

  	
  %

  	
  2.500

  	
  %

  	
  0.500

  	
  %

  



 


“Architect” means The Friedmutter Group.


 


“Architect Contracts” means the Agreement for Architectural
Services, dated as of October 1, 2003, between the Architect and Borrower and
any other contract between the Architect and Borrower approved by the
Administrative Agent relating to the design and construction of the Project and
the preparation of the Construction Plans, together with all amendments
thereto.


 


“Architect’s Certificate and Consent” means a written
certificate and consent executed by the Architect in a form acceptable to the
Administrative Agent.


 


2
















 


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


 


“Attorney Costs” means and includes all fees, expenses and
disbursements of any law firm or other external counsel and, without
duplication, the allocated cost of internal legal services and all expenses and
disbursements of internal counsel.


 


“Bank of America” means Bank of America, N.A., its successors
and assigns.


 


“Base Rate” means for any day a fluctuating rate per annum equal
to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of
interest in effect for such day as publicly announced from time to time by Bank
of America as its “prime rate.”  The
“prime rate” is a rate set by Bank of America based upon various factors
including Bank of America’s costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced rate.  Any change in such rate announced by Bank of
America shall take effect at the opening of business on the day specified in
the public announcement of such change.


 


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


 


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


 


“Base Rate Margin” means the applicable per annum percentage set
forth in the definition of “Applicable Margins”.


 


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


 


“Business Day” means any day other than a Saturday, Sunday or
other day on which commercial banks are authorized to close under the Laws of,
or are in fact closed in, the state where the Administrative Agent’s Office is
located and, if such day relates to any LIBOR Loan, means any such day on which
dealings in Dollar deposits are conducted by and between banks in the London
interbank eurodollar market.


 


“Capital Expenditure” means any expenditure that is treated as a
capital expenditure under GAAP, including any amount which is required
to be treated as an asset subject to a Capital Lease Obligation and including
interest required by GAAP to be capitalized with respect to such an
expenditure.


 


“Capital Lease Obligations” means all monetary obligations of a
Person under any leasing or similar arrangement which, in accordance with GAAP,
is classified as a capital lease.


 


“Cash” means, when used in connection with any Person, all
monetary and non-monetary items owned by that Person that are treated as cash
in accordance with GAAP, consistently applied.


 


“Cash Equity Contributions” means contributions made by one or
both of the Members to the equity capital of Borrower that (a) are made in the
form of Cash or Cash Equivalents, (b) do not bear any specified or determinable
dividend rate (other than dividends payable in kind) and (c) are not redeemable
prior to the date that is one year after the Term Maturity Date.


 


3
















 


“Cash Equivalents” means, when used in connection with any
Person, that Person’s Investments in:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4
















 


exceed
$5,000,000 and (z) the aggregate amount of all such Investments does not exceed
$15,000,000; and


 


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


 


“CC&R’s” means the Declaration of Covenants, Conditions and
Restrictions of Green Valley Ranch Commercial dated September 18, 2001 recorded
on or about September 21, 2001 with respect to the Property subject to the Deed
of Trust and surrounding real property.


 


“Certificate” means a certificate signed by a Senior Officer or
Responsible Official (as applicable) of the Person providing the certificate.


 


“Change in Control” means the occurrence of any of (a) a Station
Change of Control, (b) at such times as the Make-Well Agreement is in effect, a
Greenspun Change of Control, or (c) the failure of Station beneficially to own,
directly or indirectly, fifty percent or more of the membership interests in
Borrower, provided that the reduction of Station’s ownership interests
therein pursuant to the terms of the Operating Agreement to a share which is
not less than 45% of the outstanding membership interests shall not constitute
a “Change in Control.”


 


“Closing Date” means the time and Business Day on which the
conditions set forth in Section 9.1 are satisfied or waived.  The Administrative Agent shall notify
Borrower and the Lenders of the date that is the Closing Date.


 


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


 


“Collateral” means all of the collateral covered by the
Collateral Documents.


 


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


 


“Commercial Letter of Credit” means each Letter of Credit issued
to support the purchase of goods by Borrower which is determined to be a
commercial letter of credit by the Issuing Lender.


 


“Commitments” means, the Revolving Commitment and the Term
Commitment.


 


“Commitment Fee Rate” means the applicable per annum percentage
set forth in the definition of “Applicable Margins”.


 


“Completion Date” means the date upon which the Project is
legally open for business to the general public and gaming patrons with at
least 95% of the hotel rooms provided for in the Construction Plans ready for
occupancy.


 


5
















 


“Completion Guaranty” means the completion guaranty to be
executed and delivered by the Members and Station on the Closing Date on a
joint and several basis, either as originally executed or as it may from time
to time be supplemented, modified, amended, extended or supplanted.


 


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


 


“Construction Budget” means the itemized schedule delivered by
Borrower to the Administrative Agent on or before the Closing Date setting
forth on a line item basis, to the reasonable satisfaction of the
Administrative Agent and the Lenders, all of the anticipated costs (including
financing expenses and Pre-Opening Expenses) of construction of the Project and
the acquisition of all related equipment and fixtures.


 


“Construction Contracts” means that certain Contract for
Construction dated November 26, 2003 between Borrower and the Contractor and
any other contract between the Contractor and Borrower relating to the
construction of the Project (subject to Article 7), together with all
amendments thereto.


 


“Construction Period” means the period commencing on the Closing
Date and ending on the Completion Date.


 


“Construction Plans” means all drawings, plans and
specifications relating to the Project prepared by or for Borrower, as the same
may be amended or supplemented from time to time, and, if required, submitted
to and approved by the Clark County Building Department, all of which plans and
specifications describe and set forth the plans and specifications for the
construction of the Project and the labor and materials necessary for the
construction thereof.


 


“Construction Timetable” means the detailed timetable for the
construction of the Project in accordance with the Construction Plans and
Construction Budget.


 


“Contractor” means Perini Building Company and/or any other
replacement general contractor selected by Borrower and approved by the
Administrative Agent (which approval shall not be unreasonably withheld).


 


“Contractor’s Certificate and Consent” means a written
certificate and consent executed by the Contractor in a form acceptable to the
Administrative Agent.


 


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


 


“CSG” means a construction management service designated by the
Administrative Agent and reasonably acceptable to Borrower.


 


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


 


6
















 


“Deed of Trust” means the amended and restated deed of trust to
be executed and delivered by Borrower on the Closing Date in respect of the
real property in Henderson, Nevada commonly known as the Green Valley Ranch
Station Casino, either as originally executed or as it may from time to time be
supplemented, modified, amended, extended or supplanted.


 


“Default” means any event that, with the giving of any
applicable notice or passage of time specified in Section 10.1, or both, would
be an Event of Default.


 


“Default Rate” means the interest rate prescribed in Section
3.9.


 


“Defaulting Lender” means any Lender that (a) has failed to fund
any portion of the Loans, participations in the Letter of Credit Usage or
participations in Swing Line Loans required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder, (b) has
otherwise failed to pay over to the Administrative Agent or any other Lender
any other amount required to be paid by it hereunder within one Business Day of
the date when due, unless the subject of a good faith dispute, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency
proceeding.


 


“Designated Deposit Account” means a deposit account to be
maintained by Borrower with Bank of America or one of its Affiliates, as from
time to time designated by Borrower by written notification to the
Administrative Agent.


 


“Designated Eurodollar Market” means, with respect to any LIBOR
Loan, (a) the London Eurodollar Market, (b) if prime banks in the London Eurodollar
Market are at the relevant time not accepting deposits of Dollars or if the
Administrative Agent determines in good faith that the London Eurodollar Market
does not represent at the relevant time the effective pricing to the Lenders
for deposits of Dollars in the London Eurodollar Market, the Cayman Islands
Eurodollar Market or (c) if prime banks in both the London and Cayman Islands
Eurodollar Markets are at the relevant time not accepting deposits of Dollars
or if the Administrative Agent determines in good faith that neither the London
nor the Cayman Islands Eurodollar Market represents at the relevant time the
effective pricing to the Lenders for deposits of Dollars in such Eurodollar
Market, such other Eurodollar Market as may from time to time be selected by
the Administrative Agent with the approval of Borrower and the Requisite
Lenders.


 


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


 


“Disqualified Equity Interest” means any membership interest,
warrants, options or other rights to acquire a membership interest (but
excluding any debt security which is convertible, or exchangeable, for a
membership interest), which, by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable), or upon the happening
of any event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the option of the holder thereof,
in whole or in part, on or prior to the Term Maturity Date; provided
that the aforementioned interests shall not be a Disqualified Equity Interest
if they are redeemable prior to the Term Maturity Date only if the executive
committee of Borrower determines in its judgment that as a result of a holder
or beneficial owner owning


 


7
















 


such
interests (a) Borrower has lost or may lose any license or franchise from any
Gaming Board held by Borrower or any Subsidiary of Borrower necessary to
conduct any portion of the business of Borrower or (b) any Gaming Board has
taken or may take action to materially restrict or impair the operations of
Borrower, which license, franchise or action is conditioned upon some or all of
the holders or beneficial owners of such interests being licensed or found
qualified or suitable to own such interests.


 


“Distribution” means, with respect to any shares of capital
stock or any membership interest or any warrant or option to purchase an equity
security or other equity security issued by a Person, (a) the retirement,
redemption, purchase or other acquisition for Cash or for Property by such
Person of any such security, (b) the declaration or (without duplication)
payment by such Person of any dividend in Cash or in Property on or with
respect to any such security, (c) any Investment by such Person in the holder
of 5% or more of any such security if a purpose of such Investment is to avoid
characterization of the transaction as a Distribution and (d) any other payment
in Cash or Property by such Person constituting a distribution under applicable
Laws with respect to such security.


 


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


 


“EBITDAM” means, with respect to any fiscal period, the sum
of (a) the Net Income for that period, plus (b) any non-operating
non-recurring loss reflected in such Net Income, minus (c) any
non-operating non-recurring gain reflected in such Net Income, plus (d)
Interest Expense for that period, plus (e) to the extent deducted in
determining Net Income, the aggregate amount of Member Tax Distributions paid
by Borrower and its Subsidiaries during that period, plus (f)
depreciation, amortization and all other non-cash expenses of Borrower and its
Subsidiaries for that period, plus (g) Management Fees paid by Borrower
and its Subsidiaries during that period, plus (h) Pre-Opening Expenses
of Borrower and its Subsidiaries for that period, in each case as determined in
accordance with GAAP.


 


“Eligible Assignee” means (a) another Lender, (b) with respect
to any Lender, any Affiliate or Related Fund of that Lender, (c) any commercial
bank having a combined capital and surplus of $100,000,000 or more, (d) any (i)
savings bank, savings and loan association or similar financial institution or
(ii) insurance company engaged in the business of writing insurance which, in
either case (A) has a net worth of $200,000,000 or more, (B) is engaged in the
business of lending money and extending credit or purchasing loans under credit
facilities substantially similar to those extended under this Agreement and (C)
is operationally and procedurally able to meet the obligations of a Lender
hereunder to the same degree as a commercial bank (in the case of any Term
Lender, to the extent such obligations are applicable) and (e) any other
financial institution (including a mutual fund or other fund) having
total assets of $250,000,000 or more which meets the requirements set forth in
subclauses (B) and (C) of clause (d) above; provided that (I) each
Eligible Assignee must either (a) be organized under the Laws of the United States
of America, any State thereof or the District of Columbia or (b) be organized
under the Laws of the Cayman Islands or any country which is a member of the
Organization for Economic Cooperation and Development, or a political
subdivision of such a country, and (i) act hereunder through a branch, agency
or funding office located in the United States of America and (ii) be exempt
from withholding of tax on interest and deliver the documents related thereto
pursuant to Section 12.21 and (II) to the extent required under applicable
Gaming Laws, each Eligible Assignee must be registered with, approved by, or
not disapproved or found unsuitable by (whichever may be required under
applicable Gaming Laws), all applicable Gaming Boards.


 


8
















 


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


 


“ERISA Affiliate” means each Person (whether or not incorporated)
which is required to be aggregated with Borrower pursuant to Section 414 of the
Code.


 


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


 


“Event of Default” shall have the meaning provided in Section
10.1.


 


“Existing Equity Holders” means Frank J. Fertitta, Lorenzo J.
Fertitta, Glenn C. Christenson, Blake L. Sartini, Delise F. Sartini and Scott
M. Nielson and their executors, administrators or the legal representatives of
their estates, their heirs, distributees and beneficiaries, any trust as to
which any of the foregoing is a settlor or co-settlor and any corporation,
partnership or other entity which is an Affiliate of any of the foregoing.  Existing Equity Holders shall also mean any
lineal descendants of such persons, but only to the extent that the beneficial
ownership of the Voting Stock held by such lineal descendants was directly
received (by gift, trust or sale) from any such person.


 


“Existing Equipment Facility” means that certain Loan and
Security Agreement dated October 31, 2001, between Borrower and The CIT
Group/Equipment Financing, Inc. (as heretofore amended).


 


“Existing Loan Agreement” means that certain Reducing Revolving
Loan Agreement dated as of September 18, 2001, among Borrower, the lenders
named therein and Administrative Agent (as thereafter amended).


 


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


 


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


 


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


 


“Fixed Charge Coverage Ratio” means, as of the last day of any
Fiscal Quarter, the ratio of (a) the sum of (i) EBITDAM
determined as of such date, plus (ii) payments made under the Make-Well
Agreement during the period for which EBITDAM has been calculated, to
(b) the sum of (i) scheduled principal payments and pro forma Interest
Expense for the four succeeding Fiscal Quarters with respect to all then
outstanding Indebtedness of the Borrower and its Subsidiaries, based upon the
then outstanding principal amounts of such Indebtedness and the


 


9
















 


interest
rates then applicable to such Indebtedness, plus (ii) Maintenance
Capital Expenditures of Borrower and its Subsidiaries for the fiscal period
used in determining EBITDAM above, plus (iii) Management Fees paid by
Borrower and its Subsidiaries during the same fiscal period, plus (iv)
Distributions (including Member Tax Distributions) paid by Borrower and
its Subsidiaries during the same fiscal period.


 


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


 


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


 


“Gaming Board” means, collectively, (a) the Nevada Gaming
Commission, (b) the Nevada State Gaming Control Board and (c) any other
Governmental Agency that holds regulatory, licensing or permit authority over
gambling, gaming or casino activities conducted by Borrower within its
jurisdiction.


 


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


 


“GCR Gaming” means GCR Gaming, LLC, a Nevada limited liability
company, and a Member of Borrower.


 


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


 


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


 


“Greenspuns” means the Persons described on Schedule 1.1, who
collectively are the owners of 100% of the equity membership interests in GCR
Gaming, and their executors, administrators or the legal representatives of
their estates, their heirs, distributees and beneficiaries, any trust as to
which any of the foregoing is a settlor or co-settlor and any corporation,
partnership or other entity which is an Affiliate of any of the foregoing.


 


“Greenspun Change of Control” means the failure of the Greenspuns
to own, directly or indirectly, beneficial ownership of at least a majority of
the interests in GCR Gaming.


 


10
















 


“Greenspun Pledge Agreement” means the pledge agreement to be
executed and delivered by GCR Gaming Guarantor, LLC in support of the
obligations of the Members under the Completion Guaranty and Make-Well
Agreement to be executed and delivered by the Greenspuns on the Closing Date,
either as originally executed or as it may from time to time be supplemented,
modified, amended, extended or supplanted.


 


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


 


“GV Ranch Station” means GV Ranch Station, Inc., a Nevada
corporation, and a Member of Borrower.


 


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


 


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


 


“Indebtedness” means, as to any Person (without duplication),
(a) indebtedness of such Person for borrowed money or for the deferred purchase
price of Property (excluding trade and other accounts payable in the
ordinary course of business in accordance with ordinary trade terms), including
any Guaranty Obligation for any such indebtedness, (b) indebtedness of such
Person of the nature described in clause (a) that is non-recourse to the credit
of such Person but is secured by assets of such Person, to the extent of the
fair market value of such assets as determined in good faith by such Person,
(c) the portion of Capital Lease Obligations of such Person required by GAAP to
be shown on a balance sheet of such Person, (d) indebtedness of such Person
arising under bankers’ acceptance facilities or under facilities for the
discount of accounts receivable of such Person, (e) any direct or contingent
obligations of such Person under letters of credit issued for the account of
such Person, and (f) the net amount of any obligations


 


11
















 


of such
Person under Swap Agreements, provided that in no event shall the
obligations of a Person under an operating lease (as such term is defined under
GAAP) or any Synthetic Lease be deemed Indebtedness of that Person.


 


“Indemnified Liabilities” has the meaning set forth in Section
12.11.


 


“Indemnitees” has the meaning set forth in Section 12.11.


 


“Initial Pricing Period” means the period beginning on the
Closing Date and ending on February 15, 2004.


 


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


 


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


 


“Interest Expense” means, with respect to any Person and as of
the last day of any fiscal period, the sum without duplication of
(a) all interest, fees, charges and related expenses paid or payable (without
duplication) for that fiscal period by that 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
(b) the portion of rent paid or payable (without duplication) for that fiscal
period by that Person under Capital Lease Obligations that should be treated as
interest in accordance with Financial Accounting Standards Board Statement No.
13.


 


“Interest Period” means, as to each LIBOR Loan, a period of 1,
2, 3 or 6 months  (or, with the written
consent of all of the Lenders, any other period) as designated by Borrower; provided
that (a) the first day of each Interest Period must be a Business Day, (b) any
Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day, unless such Business Day
falls in the next calendar month, in which case the Interest Period shall end
on the next preceding Business Day, and (c) no Interest Period may extend
beyond the Term Maturity Date.


 


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


 


12
















 


Person shall
not be deemed outstanding following the termination or expiration of such
guaranty.  Swap Agreements shall not be
deemed Investments.


 


“Issuing Lender” means Bank of America or Wells Fargo.


 


“Joint Lead Arrangers” means Banc of America Securities LLC and
Wells Fargo, in their capacities as joint lead arrangers and book managers.


 


“L/C Advance” means, with respect to each Lender, such Lender’s
funding of its participation in any L/C Borrowing in accordance with its Pro
Rata Share.


 


“L/C Borrowing” means an extension of credit resulting from a
drawing under a Letter of Credit which has not been reimbursed on the date when
made or refinanced as a Loan.


 


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


 


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


 


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


 


“Letter of Credit Application” means an application and
agreement for the issuance or amendment of a Letter of Credit in the form from
time to time in use by the Issuing Lender.


 


“Letter of Credit Expiration Date” means the day that is seven
days prior to the Revolving Maturity Date then in effect (or, if such day is
not a Business Day, the next preceding Business Day).


 


“Letter of Credit Usage” means, as of any date of determination,
the aggregate undrawn face amount of outstanding Letters of Credit plus the
aggregate amount of all Unreimbursed Amounts, including all L/C Borrowings.


 


“Letters of Credit” means any of the letters of credit issued by
the Issuing Lender as either a Commercial Letter of Credit or a Standby Letter
of Credit under the Revolving Commitment pursuant to Section 2.4 either as
originally issued or as the same may be supplemented, modified, amended,
renewed, extended or supplanted.


 


“Leverage Ratio” means, as of the last day of each Fiscal
Quarter, the ratio of (a) the sum (without duplication) of (i)
all Indebtedness of Borrower and its Subsidiaries on that date plus (ii)
all Guaranty Obligations of Borrower and its Subsidiaries on that date to (b)
the sum (without duplication) of (i) EBITDAM determined as of that date,
plus (ii) the amount of all payments made under the Make-Well Agreement
during the period for which EBITDAM is calculated.


 


“LIBOR” means for any Interest Period with respect to any LIBOR
Loan, a rate per annum determined by the Administrative Agent pursuant to the
following formula:


 




	
  LIBOR =

  	
   

  	
  LIBO Base Rate

  
	
  1.00 – Reserve Percentage

  






 


13
















 


Where, “LIBO Base Rate” means, for such Interest Period:


 


(a)            the rate per annum equal to the rate determined by the Administrative
Agent to be the offered rate that appears on the page of the Telerate screen
(or any successor thereto) that displays an average British Bankers Association
Interest Settlement Rate for deposits in Dollars (for delivery on the first day
of such Interest Period) with a term equivalent to such Interest Period,
determined as of approximately 11:00 a.m. (London time) 2 Business Days prior
to the first day of such Interest Period, or


 


(b)           if the rate referenced in the preceding clause (a) does not appear on
such page or service or such page or service shall not be available, the rate
per annum equal to the rate determined by the Administrative Agent to be the
offered rate on such other page or other service that displays an average
British Bankers Association Interest Settlement Rate for deposits in Dollars
(for delivery on the first day of such Interest Period) with a term equivalent
to such Interest Period, determined as of approximately 11:00 a.m. (London
time) 2 Business Days prior to the first day of such Interest Period, or


 


(c)            if the rates referenced in the preceding clauses (a) and (b) are not
available, the rate per annum determined by the Administrative Agent as the
rate of interest at which deposits in Dollars for delivery on the first day of
such Interest Period in same day funds in the approximate amount of the LIBOR
Loan being made, continued or converted by Bank of America and with a term
equivalent to such Interest Period would be offered by Bank of America’s London
Branch to major banks in the London interbank eurodollar market at their
request at approximately 4:00 p.m. (London time) two Business Days prior to the
first day of such Interest Period.


 


“LIBOR Advance” means an Advance made hereunder and specified to
be a LIBOR Advance in accordance with Article 2.


 


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


 


“LIBOR Loan” means a Loan made hereunder and specified to be a
LIBOR Loan in accordance with Article 2.


 


“LIBOR Margin” means the applicable per annum percentage set
forth in the definition of “Applicable Margins”.


 


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


 


“Lien” means any mortgage, deed of trust, pledge, hypothecation,
assignment for security, security interest, encumbrance, lien or charge of any
kind, whether voluntarily incurred or arising by operation of Law or otherwise,
affecting any Property, including any currently


 


14
















 


effective
agreement to grant any of the foregoing, any conditional sale or other title
retention agreement, any lease in the nature of a security interest, and/or the
filing of or currently effective agreement to give any financing statement (other
than a precautionary financing statement with respect to a lease that is
not in the nature of a security interest) under the Uniform Commercial Code or
comparable Law of any jurisdiction with respect to any Property.


 


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


 


“Loan Documents” means, collectively, this Agreement, the Notes,
the Completion Guaranty, the Make-Well Agreement, any Subsidiary Guaranty, the
Letters of Credit, the Collateral Documents, any Secured Swap Agreement, the
Member Subordination Agreement, the Swing Line Note and any other agreements of
any type or nature hereafter executed and delivered by Borrower, the
Subsidiaries of Borrower, the Members, or any Affiliate of the Members to the
Administrative Agent, any Lender or the Swing Line Lender in any way relating
to or in furtherance of this Agreement, in each case either as originally
executed or as the same may from time to time be supplemented, modified,
amended, restated, extended or supplanted.


 


“Maintenance Capital Expenditure” means a Capital Expenditure
for the maintenance, repair, restoration or refurbishment of Property subject
to the Deed of Trust, excluding any Capital Expenditures which
materially adds to or further improves such Property (including without
limitation, the expenditures contemplated by the Construction Budget to be made
in respect of the Project).


 


“Majority Lenders” means, as of any date of determination (a) if
the Commitments are then in effect, Lenders having in the aggregate a majority
in interest of the Commitments, and (b) if the Commitments have then been
terminated and there are then any outstanding Obligations, Lenders holding a
majority in interest of the aggregate outstanding Obligations.


 


“Make-Well Agreement” means the Amended and Restated Make-Well
Agreement to be executed and delivered by the Members and Station on the
Closing Date (to amend and restate in its entirety the Make-Well Agreement
executed by such Persons in connection with the Existing Loan Agreement),
either as originally executed or as it may from time to time be supplemented,
modified, amended, extended or supplanted.


 


“Management Fee” means any fee paid or payable to any Person for
management, auditing, administrative or other similar services provided to
Borrower, however determined.


 


“Manager” means GV Ranch Station.


 


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


 


“Material Adverse Effect” means any set of circumstances or
events which (a) has had or could reasonably be expected to have any material
adverse effect whatsoever upon the validity or enforceability of any Loan
Document (other than as a result of any action or inaction of the
Administrative Agent, any Lender or any Affiliate of any Lender), (b) has been
or could reasonably be expected to be material and adverse to the business or
condition (financial or otherwise) of Borrower or (c) has materially impaired
or could reasonably be expected to materially impair the ability of Borrower to
perform the Obligations.


 


15
















 


“Member Pledge Agreements” means the Pledge Agreements executed
and delivered by each of the Members in connection with the Existing Loan
Agreement, as amended on the Closing Date, either as originally executed or as
they may from time to time be supplemented, modified, amended, extended or
supplanted.


 


“Member Pledged Collateral” means the membership interests in
Borrower held by each of the Members.


 


“Member Subordination Agreement” means the subordination
agreement executed by each of the Members on the Closing Date, either as
originally executed or as it may from time to time be supplemented, modified,
amended, extended or supplanted.


 


“Member Tax Distributions” means Distributions by Borrower to
its Members for the payment of federal and state income taxes as permitted
under Section 6.5(b).


 


“Members” means, collectively, GCR Gaming and GV Ranch Station.


 


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


 


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


 


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


 


“Net Income” means, with respect to any fiscal period, the
consolidated net income of Borrower and its Subsidiaries for that period,
determined in accordance with GAAP, consistently applied.


 


“New Lenders” has the meaning set forth in Section 2.9(d).


 


“Notes” means the Revolving Notes and the Term Notes.


 


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


 


16
















 


“Operating Agreement” means the Operating Agreement dated as of
March 10, 2000 among the Members, as amended by a First Amendment to Operating
Agreement dated as of September 17, 2001, and a Second Amendment to Operating
Agreement dated as of December [    ], 2003, as the same
may be further amended from time to time in accordance with Section 6.17.


 


“Opinions of Counsel” means the favorable written legal opinions
issued to the Administrative Agent and the Lenders on the Closing Date of (a)
Milbank, Tweed, Hadley & McCloy LLP, special counsel to Borrower, and (b)
Schreck Brignone, special Nevada counsel to Borrower, together with copies of
all factual certificates delivered to such counsel in connection with their
opinions.


 


“Party” means any Person other than the Administrative
Agent, the Lenders, any Affiliate of any Lender and the trustee under the Deed
of Trust, which now or hereafter is a party to any of the Loan Documents (other
than Persons which are party only to the Member Subordination Agreement or
the Letters of Credit).


 


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


 


“Permitted Encumbrances” means:


 


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


 


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


 


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


 


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


 


(e)            easements, exceptions, reservations, or other agreements for the
purpose of facilitating the joint or common use of Property in or adjacent to a
shopping center or similar project affecting Property which in the aggregate do
not materially burden or impair the fair


 


17
















 


market value
or use of such Property for the purposes for which it is or may reasonably be
expected to be held;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(m)           Liens consisting of pledges or deposits of Property to secure
performance in connection with operating leases made in the ordinary course of
business, provided the aggregate value of all such pledges and deposits
in connection with any such lease does not at any time exceed 20% of the annual
fixed rentals payable under such lease;


 


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


 


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


 


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


 


(q)           Liens consisting of deposits of Property to secure (or in lieu of)
surety, appeal or customs bonds;


 


(r)            Liens created by or resulting from any litigation or legal proceeding
in the ordinary course of business which is currently being contested in good
faith by appropriate


 


18
















 


proceedings, provided
that such Lien is junior to the Lien of the Collateral Documents, adequate
reserves have been set aside and no material Property is subject to a material
impending risk of loss or forfeiture; and


 


(s)            other non-consensual Liens incurred in the ordinary course of business
but not in connection with the incurrence of any Indebtedness, which do not in
the aggregate, when taken together with all other Liens, materially impair the
fair market value or use of the Property for the purposes for which it is or
may reasonably be expected to be held.


 


“Permitted Right of Others” means a Right of Others consisting
of (a) an interest (other than a legal or equitable co-ownership
interest, an option or right to acquire a legal or equitable co-ownership
interest and any interest of a ground lessor under a ground lease), that does
not materially impair the fair market value or use of Property for the purposes
for which it is or may reasonably be expected to be held, (b) an option or
right to acquire a Lien that would be a Permitted Encumbrance, (c) the
subordination of a lease or sublease in favor of a financing entity and (d) a
license, or similar right, of or to Intangible Assets granted in the ordinary
course of business.


 


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


 


“Pre-Opening Expenses” means, with respect to any fiscal period,
the amount of expenses (other than Interest Expense) classified as
“pre-opening expenses” on the applicable consolidated financial statements of
Borrower and its Subsidiaries for such period, prepared in accordance with GAAP
consistently applied.


 


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


 


“Pricing Level” means (a) for the Initial Pricing Period,
Pricing Level III and (b) for each subsequent Pricing Period, the pricing level
set forth below opposite the Pricing Ratio as of the last day of the Fiscal
Quarter most recently ended prior to the commencement of that Pricing Period:


 




	
  Pricing Level

  	
   

  	
  Pricing Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  Less than 2.00
  to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  II

  	
   

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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  III

  	
   

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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  IV

  	
   

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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  V

  	
   

  	
  Equal to or
  greater than 3.50 to 1.00

  	
   

  






 


provided that (a) in the event that Borrower does not
deliver a Pricing Certificate with respect to any Pricing Period prior to the
commencement of such Pricing Period, then until (but only until)


 


19
















 


such Pricing
Certificate is delivered the Pricing Level for that Pricing Period shall be
Pricing Level V, and (b) if any Pricing Certificate is subsequently determined
to be in error, then the resulting change in the Pricing Level shall be made
retroactively to the beginning of the relevant Pricing Period.


 


“Pricing Period” means, (a) the Initial Pricing Period, and (b)
each subsequent consecutive period of three months commencing on each February
16, May 16, August 16 and November 16.


 


“Pricing Ratio” means, as of the last day of any Fiscal Quarter,
the ratio of (a) the sum of (i) all Indebtedness of Borrower and
its Subsidiaries on that date plus (without duplication) (ii) all
Guaranty Obligations of Borrower and its Subsidiaries on that date minus
(iii) the lesser of the maximum stated potential liability of the Greenspuns
under the Make-Well Agreement and two thirds of the aggregate fair market value
on that date of all marketable securities pledged to the Administrative Agent
pursuant to the Greenspun Pledge Agreement, to (b) EBITDAM determined as of
that date.


 


“Pro Rata Share” means, as of each date of determination, and
with respect to each Lender, the percentage of the Commitments held by that
Lender as of that date.


 


“Project” means construction of an additional hotel tower to the
casino/hotel at the Green Valley Ranch Station Casino, providing for
approximately 300 additional hotel rooms, meeting space and spa expansions.


 


“Projections” means the financial projections attached hereto as
Schedule 4.17.


 


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


 


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


 


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


 


“Reduction Amount” means, subject to the last sentences of
Sections 2.5 and 2.8, as to each Quarterly Payment Date, the amount set forth
below opposite that Quarterly Payment Date, provided that in the event
that the amount of the Revolving Commitment is hereafter increased, then the
Reduction Amount shall be increased as to each subsequent Quarterly Payment
Date by a fraction equal to (a) the sum of $100,000,000 plus the principal
amount of the increase to the Revolving Commitment over (b) $100,000,000:


 


	
  Quarterly Payment Date

  	
   

  	
  Reduction
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March 31, 2004 through and including June 30, 2005

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September 30, 2005 through and including December 31, 2006

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  March 31, 2007 through and including September 30, 2008

  	
   

  	
  $

  	
  6,000,000

  	
   

  



 


20
















 


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


 


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


 


“Related Fund” means with respect to any Lender, a fund that
invests in commercial loans and is administered, advised or managed by that
Lender or by the same investment advisor as that Lender or by an Affiliate of
such investment advisor.


 


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


 


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


 


“Requisite Lenders” means, as of any date of determination (a)
if the Commitments are then in effect, either (y) the Majority Lenders,
but including the Administrative Agent and the Syndication Agent (if then a
party hereto), or (z) Lenders having in the aggregate 66 2/3% of the
Commitments, and (b) if the Commitments have then been terminated and there are
then any outstanding Obligations, the Majority Lenders.


 


“Reserve Percentage” means, for any day during any Interest
Period, the reserve percentage (expressed as a decimal, carried out to five
decimal places) in effect on such day, whether or not applicable to any Lender,
under regulations issued from time to time by the Board of Governors of the
Federal Reserve System for determining the maximum reserve requirement
(including any emergency, supplemental or other marginal reserve requirement)
with respect to liabilities or assets consisting of or including Eurocurrency
funds or deposits (currently referred to as “eurocurrency liabilities”).  LIBOR for each outstanding LIBOR Loan shall
be adjusted automatically as of the effective date of any change in the Reserve
Percentage.


 


“Responsible Official” means (a) when used with reference to a
Person other than an individual, any corporate officer or member of such
Person, general partner of such Person, corporate officer or member of a
corporate general partner of such Person, or corporate officer or member of a
corporate general partner of a partnership that is a general partner of such
Person, or any other responsible official thereof duly acting on behalf thereof,
and (b) when used with reference to a Person who is an individual, such
Person.  The Lenders shall be entitled to
conclusively rely upon any document or certificate that is signed or executed
by a Responsible Official of Borrower or any of its Subsidiaries as having been
authorized by all necessary corporate partnership and/or other action on the
part of Borrower or such Subsidiary; provided that such Responsible
Official has been designated as a Responsible Official for purposes of this
Agreement in a written notice signed by a Senior Officer and delivered to the
Administrative Agent, which notice has not been canceled or superseded.


 


21
















 


“Revolving Commitment” means subject to Sections 2.5, 2.6 or
2.8, $100,000,000, or as increased pursuant to Section 2.9.


 


“Revolving Lender” means each Lender having a Pro Rata Share of
the Revolving Loans, the Letters of Credit, the Swing Line Loans and the
Revolving Commitment.  


 


“Revolving Loans” means the aggregate of the Advances made at
any one time by the Revolving Lenders under the Revolving Commitment.


 


“Revolving Maturity Date” means the fifth anniversary of the
Closing Date.


 


“Revolving Notes” means any of the promissory notes made by
Borrower to a Lender evidencing the Advances under that Lender’s Pro Rata Share
of the Revolving Commitment, substantially in the form of Exhibit C-1, either
as originally executed or as the same may from time to time be supplemented,
modified, amended, renewed, extended or supplanted.


 


“Right of Others” means, as to any Property in which a Person
has an interest, any legal or equitable right, title or other interest (other
than a lease or a Lien) held by any other Person in that Property, and any
option or right held by any other Person to acquire any such right, title or
other interest in that Property, including any option or right to
acquire a Lien; provided, however, that (a) no covenant restricting the
use or disposition of Property of such Person contained in any Contractual Obligation
of such Person and (b) no provision contained in a contract creating a right of
payment or performance in favor of a Person that conditions, limits, restricts,
diminishes, transfers or terminates such right shall be deemed to constitute a
Right of Others.


 


“Secured Swap Agreement” means a Swap Agreement between Borrower
and a Lender (or an Affiliate of a Lender) that is secured by a Lien on the
Collateral that complies with the applicable provisions of Section 11.12.


 


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


 


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


 


“Special Eurodollar Circumstance” means the application or
adoption after the Closing Date of any Law or interpretation, or any change
therein or thereof, or any change in the interpretation or administration
thereof by any Governmental Agency, central bank or comparable authority
charged with the interpretation or administration thereof, or compliance by any
Lender or its LIBOR Lending Office with any request or directive (whether or
not having the force of Law) of any such Governmental Agency, central bank or comparable
authority.


 


“Standby Letter of Credit” means each Letter of Credit that is
not a Commercial Letter of Credit.


 


“Standby Letter of Credit Fee” means the applicable per annum
percentage set forth in the definition of “Applicable Margins”.


 


22
















 


“Station” means Station Casinos, Inc., a Nevada corporation, and
the owner of 100% of the equity securities of the Manager.


 


“Station Change of Control” means an event or series of events
by which (i) Station sells, conveys, transfers or leases, directly or
indirectly, all or substantially all of the properties and assets of Station
and its Subsidiaries to any person, corporation, entity or group, (ii) any
“person” (as such term is used in Section 13(d) and 14(d) of the Securities
Exchange Act of 1934) (other than the Existing Equity Holders) is or
becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under such
Act, except that a person shall be deemed to have “beneficial ownership”
of all shares that any such person has the right to acquire, whether such right
is exercisable immediately or only after the passage of time), directly or
indirectly of securities representing 40% or more of the Voting Stock and at
such time as the Existing Equity Holders together shall fail to beneficially
own, directly or indirectly, securities representing at least the same
percentage of the combined voting power of the Voting Stock as is “beneficially
owned” by such “person,” (iii) Station consolidates with or merges into another
corporation, or any corporation consolidates with or merges into Station, in
either event pursuant to a transaction in which the outstanding Voting Stock is
changed into or exchanged for cash, securities or other property, other than
any such transactions between Station and its wholly-owned Subsidiaries, with
the effect that any “person” (other than the Existing Equity Holders)
becomes the “beneficial owner,” directly or indirectly, of securities
representing 40% or more of the combined voting power of the Voting Stock and
at such time as the Existing Equity Holders together shall fail to beneficially
own, directly or indirectly, securities representing at least the same
percentage of the combined voting power of the Voting Stock as is “beneficially
owned” by such “person” or (iv) during any period of 24 consecutive months,
individuals who at the beginning of such period constituted Station’s board of
directors (together with any new or replacement directors whose election by
Station’s board of directors, or whose nomination for election by Station’s
stockholders, was approved by a vote of at least a majority of the directors
then still in office who were either directors at the beginning of such period
or whose election or nomination for election was previously so approved) cease
for any reason to constitute a majority of the directors then in office.


 


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


 


“Subordination, 
Non-Disturbance and Attornment Agreements” means subordination,
non-disturbance and attornment agreements entered into by the Administrative
Agent at the request of Borrower with commercial tenants on the Real Property,
substantially in the form of Exhibit G but with such changes thereto as may be
agreed upon by the Administrative Agent in its discretion.


 


“Subsidiary” means, as of any date of determination and with
respect to any Person, any corporation, limited liability company or
partnership (whether or not, in either case, characterized as such or as a
“joint venture”), whether now existing or hereafter organized or


 


23
















 


acquired:  (a) in the case of a corporation or limited
liability company, of which a majority of the securities having ordinary voting
power for the election of directors or other governing body (other than
securities having such power only by reason of the happening of a contingency)
are at the time beneficially owned by such Person and/or one or more
Subsidiaries of such Person, or (b) in the case of a partnership, of which a
majority of the partnership or other ownership interests are at the time
beneficially owned by such Person and/or one or more of its Subsidiaries.


 


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


 


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


 


“Swing Line” means the revolving line of credit established by
the Swing Line Lender in favor of Borrower pursuant to Section 2.11.


 


“Swing Line Lender” means Bank of America, acting through its
Las Vegas Commercial Banking Division.


 


“Swing Line Loans” means loans made by the Swing Line Lender to
Borrower pursuant to Section 2.11.


 


“Swing Line Note” means the promissory note executed by Borrower
in favor of the Swing Line Lender in connection with the Swing Line.


 


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


 


“Syndication Agent” means Wells Fargo.  The capacity of the Syndication Agent is
purely titular in nature, and the Syndication Agent shall have no rights,
duties, liabilities, obligations or responsibilities under the Loan Documents beyond
those of a Lender.


 


“Synthetic Lease” means, as to any Person, any obligation of
such Person which is classified as an operating lease under GAAP but which is
treated under applicable Law as a financing arrangement secured by a Lien on
the assets subject to such arrangement.


 


“Term Amortization Amount” means, as to each Quarterly Payment
Date, $375,000, provided that in the event that the amount of the Term
Commitment is hereafter increased in accordance with Section 2.9, then the Term
Amortization Amount shall be increased as to each subsequent Quarterly Payment
Date by a fraction equal to (a) the sum of $150,000,000 plus the principal
amount of the increase to the Term Commitment over (b) $150,000,000.


 


“Term Commitment” means subject to Sections 2.7 and 2.8, $150,000,000,
or as increased pursuant to Section 2.9.


 


“Term Lender” means each Lender having a Pro Rata Share of the
Term Loans and the Term Commitment.


 


24
















 


“Term Loans” means the aggregate of the Advances made at any one
time by the Term Lenders under the Term Commitment.


 


“Term Maturity Date” means the seventh anniversary of the
Closing Date.


 


“Term Notes” means any of the promissory notes made by Borrower
to a Lender evidencing the Advances under that Lender’s Pro Rata Share of the
Term Commitment, substantially in the form of Exhibit C-2, either as originally
executed or as the same may from time to time be supplemented, modified,
amended, renewed, extended or supplanted.


 


“Title Company” means Chicago Title Company, acting through its
representative, Nevada Title Insurance Company, or such other title insurance
company as is reasonably acceptable to the Administrative Agent.


 


“Title Policy” means that certain Chicago Title Insurance
Company ALTA Loan Policy 99-09-0031 JH, dated as of September 24, 2001.


 


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


 


“type”, when used with respect to any Loan or Advance, means the
designation of whether such Loan or Advance is an Base Rate Loan or Advance, or
a LIBOR Loan or Advance.


 


“Unreimbursed Amount” has the meaning set forth in Section
2.4(c)(1).


 


“Voting Stock” means, as to Station, those shares of the capital
stock of Station entitled to ordinary voting power.


 


“Wells Fargo” shall have the meaning as set forth in the
preamble to this Agreement.


 


“Wholly-Owned Subsidiary” means a Subsidiary of Borrower, 100%
of the capital stock of which is owned, directly or indirectly, by Borrower, except
for director’s qualifying or like shares required by applicable Laws.


 


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


 


1.3           Accounting Terms.  All accounting terms not
specifically defined in this Agreement shall be construed in conformity with,
and all financial data required to be submitted by this Agreement shall be
prepared in conformity with, GAAP applied on a consistent basis, except as
otherwise specifically prescribed herein. 
In the event that GAAP change during the term of this Agreement such
that the covenants contained in Sections 6.11 and 6.12 would then be calculated
in a different manner or with different components, (a) Borrower and the
Lenders agree to amend this Agreement in such respects as are necessary to
conform those covenants as criteria for evaluating Borrower’s financial condition
to


 


25
















 


substantially the
same criteria as were effective prior to such change in GAAP and (b) Borrower’s
shall be deemed to be in compliance with the covenants contained in the
aforesaid Sections if and to the extent that Borrower would have been in
compliance therewith under GAAP as in effect immediately prior to such change,
but shall have the obligation to deliver each of the materials described in
Article 8 to the Administrative Agent and the Lenders, on the dates therein
specified, with financial data presented in a manner which conforms with GAAP
as in effect immediately prior to such change.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


1.8           Letter of Credit Amounts.  Unless otherwise specified,
all references herein to the amount of a Letter of Credit at any time shall be
deemed to mean the maximum face amount of such Letter of Credit after giving
effect to all increases thereof contemplated by such Letter of Credit or the
Letter of Credit Application therefor, whether or not such maximum face amount
is in effect at such time.


 


26
















 


ARTICLE
2


LOANS
AND LETTERS OF CREDIT


 


2.1           Loans-General.


 


(a)           Subject to the terms and conditions set forth in this Agreement, at any
time and from time to time from the Closing Date through the Revolving Maturity
Date, each Revolving Lender shall, pro rata according to that Revolving
Lender’s Pro Rata Share of the then applicable Revolving Commitment, make
Advances to Borrower under the Revolving Commitment in such amounts as Borrower
may request that do not result in the sum of (i) the aggregate principal
amount under the Revolving Notes, (ii) the Swing Line Outstandings (after
giving effect to any concurrent payment thereof with the proceeds of such
Advances) and (iii) the Letters of Credit Usage to exceed the then effective
Revolving Commitment.  Subject to the
limitations set forth herein, Borrower may borrow, repay and reborrow under the
Revolving Commitment without premium or penalty.


 


(b)           Subject to the terms and conditions set forth in this Agreement, on the
Closing Date each Term Lender shall make a term Advance to Borrower under the
Term Commitment in an amount equal to its Pro Rata Share of the Term
Commitment.  Subject to the terms and
conditions set forth in this Agreement, at any time and from time to time
following the Closing Date through the Term Maturity Date, each Term Lender
shall, pro rata according to that Term Lender’s Pro Rata Share of the then
applicable Term Commitment, make Advances to Borrower under the Term Commitment
in the amounts which are required to refinance any then outstanding Advances
under the Term Commitment as Borrower may request which do not result in the
aggregate principal amount outstanding under the Term Notes being in excess of
the Term Commitment.  No Advance under
the Term Commitment which is repaid may subsequently be reborrowed, however
Borrower may repay loans outstanding under the Term Commitment without premium
or penalty.


 


(c)           Subject to the next sentence, each Loan shall be made pursuant to a
Request for Loan which shall specify the requested (i) date of such Loan, (ii)
type of Loan, (iii) amount of such Loan, (iv) in the case of a LIBOR Loan, the
Interest Period for such Loan and (v) whether the Loan is requested under the
Term Commitment or the Revolving Commitment. 
Unless the Administrative Agent, in its sole and absolute discretion,
has notified Borrower to the contrary, a Loan may be requested by telephone by
a Responsible Official of Borrower, in which case Borrower shall confirm such
request by promptly delivering a Request for Loan in person or by telecopier
conforming to the preceding sentence to the Administrative Agent.  The Administrative Agent shall incur no
liability whatsoever hereunder in acting upon any telephonic request for Loan
purportedly made by a Responsible Official of Borrower, and Borrower hereby agrees
to indemnify the Administrative Agent from any loss, cost, expense or liability
as a result of so acting.


 


(d)           Promptly following receipt of a Request for Loan, the Administrative
Agent shall notify each Lender by telephone or telecopier (and if by telephone,
promptly confirmed by telecopier) of the date and type of the Loan, the
applicable Interest Period, and that Lender’s Pro Rata Share of the Loan.  Not later than 10:00 a.m., California time,
on the date specified for any Loan (which must be a Business Day), each Lender
shall make its Pro Rata Share of the Loan in immediately available funds
available to the Administrative Agent at the Administrative Agent’s
Office.  Upon satisfaction or waiver of
the applicable conditions set forth in Article 9, all Advances shall be
credited on that date in immediately available funds to the Designated Deposit
Account.


 


27
















 


(e)           Unless the Requisite Lenders otherwise consent, each Loan shall be not
less than $2,000,000 and in an integral multiple of $1,000,000.


 


(f)            The Advances made by each Lender under the Commitments shall be
evidenced by that Lender’s Notes.


 


(g)           Subject to Sections 3.8(c) and (d), a Request for Loan shall be
irrevocable upon the Administrative Agent’s first notification thereof.


 


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


 


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


 


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


 


2.3           LIBOR Loans.


 


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


 


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


 


(c)           Unless the Administrative Agent and the Requisite Lenders otherwise
consent, no more than ten LIBOR Loans shall be outstanding at any one time.


 


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


 


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


 


28
















 


2.4           Letters of Credit.


 


(a)           Letter of Credit Commitment.  Subject to the terms and
conditions of this Agreement (including Section 9.3), Borrower may request from
time to time during the period from the Closing Date through the day prior to
the Letter of Credit Expiration Date that the Issuing Lender, in reliance upon
the agreements of the other Revolving Lenders set forth in this Section 2.4,
issue Letters of Credit for the account of Borrower, and the Issuing Lender
agrees to issue for the account of Borrower one or more Letters of Credit and
to amend Letters of Credit previously issued by it in accordance with
subsection (b) below, provided that (i) Borrower shall not request that the
Issuing Lender issue any Letter of Credit if, after giving effect to such
issuance, the aggregate outstanding principal evidenced by the Revolving Notes
plus the Letter of Credit Usage plus the Swing Line Outstandings exceeds the
Revolving Commitment, (ii) Borrower shall not request that the Issuing Lender
issue any Letter of Credit if Borrower would not be in compliance with
Sections  6.11 and 6.12, (iii) in no
event shall the Issuing Lender issue any Letter of Credit having an expiration
date after the Revolving Maturity Date, (iv) the Borrower shall not request any
Letter of Credit if, after giving effect to such issuance, the Letter of Credit
Usage would exceed $2,000,000 or any limit established by Law after the Closing
Date on the Issuing Lender’s ability to issue the requested Letter of Credit at
any time, and (v) prior to the issuance of any Letter of Credit the Issuing
Lender shall request confirmation by telephone from the Administrative Agent
that such Letter of Credit may be issued. 
Notwithstanding the foregoing, the Issuing Lender shall not be obligated
to issue a Letter of Credit if, (A) on or prior to the Business Day immediately
preceding the issuance thereof any Revolving Lender has notified the Issuing
Lender in writing that the conditions set forth in Section 9.3 have not been
satisfied with respect to the issuance of such Letter of Credit, (B) any order,
judgment or decree of any Governmental Agency or arbitrator shall by its terms
purport to enjoin or restrain the Issuing Lender from issuing such Letter of
Credit, or any Law applicable to the Issuing Lender or any request or directive
(whether or not having the force of law) from any Governmental Agency with
jurisdiction over the Issuing Lender shall prohibit, or request that the
Issuing Lender refrain from, the issuance of letters of credit generally or such
Letter of Credit in particular or shall impose upon the Issuing Lender with
respect to such Letter of Credit any restriction, reserve or capital
requirement (for which the Issuing Lender is not otherwise compensated
hereunder) not in effect on the Closing Date, or shall impose upon the Issuing
Lender any unreimbursed loss, cost or expense which was not applicable on the
Closing Date and which the Issuing Lender in good faith deems material to it,
(C) the issuance of such Letter of Credit would violate one or more policies of
the Issuing Lender, or (D) the expiry date of such requested Letter of Credit
would occur after the Letter of Credit Expiration Date, unless all of the
Revolving Lenders have approved such expiry date.


 


(b)           Procedures for Issuance and Amendment of Letters of Credit.


 


(1)           Each Letter of Credit shall be issued or amended, as the case may be,
upon the request of the Borrower delivered to the Issuing Lender (with a copy
to the Administrative Agent) in the form of a Letter of Credit Application,
appropriately completed and signed by a Responsible Official of the
Borrower.  Such Letter of Credit
Application must be received by the Issuing Lender and the Administrative Agent
not later than 1:00 p.m., Los Angeles time, at least 3 Business Days (or such
later date and time as the Issuing Lender may agree in a particular instance in
its sole discretion) prior to the proposed issuance date or date of amendment,
as the case may be.  In the case of a
request for an initial issuance of a Letter of Credit, such Letter of Credit
Application shall specify in form and detail satisfactory to the Issuing
Lender: (A) the proposed issuance date of the requested Letter of Credit (which
shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof;
(D) the name and address of


 


29
















 


the
beneficiary thereof; (E) the documents to be presented by such beneficiary in
case of any drawing thereunder; (F) the full text of any certificate to be
presented by such beneficiary in case of any drawing thereunder; and (G) such
other matters as the Issuing Lender may require.  In the case of a request for an amendment of
any outstanding Letter of Credit, such Letter of Credit Application shall
specify in form and detail satisfactory to the Issuing Lender (W) the Letter of
Credit to be amended; (X) the proposed date of amendment thereof (which shall
be a Business Day); (Y) the nature of the proposed amendment; and (Z) such
other matters as the Issuing Lender may require.


 


(2)           Promptly after receipt of any Letter of Credit Application, the Issuing
Lender will confirm with the Administrative Agent (by telephone or in writing)
that the Administrative Agent has received a copy of such Letter of Credit
Application from the Borrower and, if not, the Issuing Lender will provide the
Administrative Agent with a copy thereof. 
Upon receipt by the Issuing Lender of confirmation from the
Administrative Agent that the requested issuance or amendment is permitted in
accordance with the terms hereof, then, subject to the terms and conditions
hereof, the Issuing Lender shall, on the requested date, issue a Letter of
Credit for the account of the Borrower or enter into the applicable amendment,
as the case may be, in each case in accordance with the Issuing Lender’s usual
and customary business practices. 
Immediately upon the issuance of each Letter of Credit, each Revolving
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees
to, purchase from the Issuing Lender a risk participation in such Letter of
Credit in an amount equal to the product of such Lender’s Pro Rata Share times
the amount of such Letter of Credit.


 


(3)           Promptly after its delivery of any Letter of Credit or any amendment to
a Letter of Credit to an advising bank with respect thereto or to the
beneficiary thereof, the Issuing Lender will also deliver to the Borrower and
the Administrative Agent a true and complete copy of such Letter of Credit or
amendment.


 


(c)           Drawings and Reimbursements; Funding of Participations.


 


(1)           Upon receipt from the beneficiary of any Letter of Credit of any notice
of a drawing under such Letter of Credit, the Issuing Lender shall notify the
Borrower and the Administrative Agent thereof. 
Not later than 11:00 a.m. Los Angeles time on the date of any payment by
the Issuing Lender under a Letter of Credit (each such date, an “Honor Date”),
the Borrower shall reimburse the Issuing Lender through the Administrative
Agent in an amount equal to the amount of such drawing.  If the Borrower fails to so reimburse the
Issuing Lender by such time, the Administrative Agent shall promptly notify
each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing
(the “Unreimbursed Amount”), and the amount of such Revolving Lender’s Pro Rata
Share thereof.  In such event, the
Borrower shall be deemed to have requested a Base Rate Loan to be disbursed on
the Honor Date in an amount equal to the Unreimbursed Amount, without regard to
the minimum and multiples specified in Section 2.1(e) for the principal amount
of Base Rate Loans, but subject to the amount of the unutilized portion of the
Commitments and the conditions set forth in Section 9.2 (other than the
delivery of a Request for Loan).  Any
notice given by the Issuing Lender or the Administrative Agent pursuant to this
Section 2.4(c)(1) may be given by telephone if immediately confirmed in
writing; provided that the lack of such an immediate confirmation shall not
affect the conclusiveness or binding effect of such notice.


 


(2)           Each Revolving Lender (including the Lender acting as Issuing Lender)
shall upon any notice pursuant to Section 2.4(c)(1) make funds available to the
Administrative Agent for the account of the Issuing Lender at the
Administrative Agent’s Office in an amount


 


30
















 


equal to its
Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. Los Angeles
time on the Business Day specified in such notice by the Administrative Agent,
whereupon, subject to the provisions of Section 2.4(c)(3), each Lender that so
makes funds available shall be deemed to have made an Advance to the Borrower
in such amount.  The Administrative Agent
shall remit the funds so received to the Issuing Lender.


 


(3)           With respect to any Unreimbursed Amount that is not fully refinanced by
a Base Rate Loan because the conditions set forth in Section 9.2 cannot be
satisfied or for any other reason, the Borrower shall be deemed to have
incurred from the Issuing Lender an L/C Borrowing in the amount of the
Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due
and payable on demand (together with interest) and shall bear interest at the
Default Rate.  In such event, each
Revolving Lender’s payment to the Administrative Agent for the account of the
Issuing Lender pursuant to Section 2.4(c)(2) shall be deemed payment in respect
of its participation in such L/C Borrowing and shall constitute an L/C Advance
from such Revolving Lender in satisfaction of its participation obligation
under this Section 2.4.


 


(4)           Until each Revolving Lender funds its Advance or L/C Advance pursuant
to this Section 2.4(c) to reimburse the Issuing Lender for any amount drawn
under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share
of such amount shall be solely for the account of the Issuing Lender.


 


(5)           Each Revolving Lender’s obligation to make Advances or L/C Advances to
reimburse the Issuing Lender for amounts drawn under Letters of Credit, as
contemplated by this Section 2.4(c), shall be absolute and unconditional and
shall not be affected by any circumstance, including (A) any set-off,
counterclaim, recoupment, defense or other right which such Lender may have
against the Issuing Lender, the Borrower or any other Person for any reason
whatsoever; (B) the occurrence or continuance of a Default, or (C) any other
occurrence, event or condition, whether or not similar to any of the foregoing;
provided, however, that each Revolving Lender’s obligation to make Advances
pursuant to this Section 2.4(c) is subject to the conditions set forth in
Section 9.2 (other than delivery by the Borrower of a Request for Loan).  No such making of an L/C Advance shall
relieve or otherwise impair the obligation of the Borrower to reimburse the
Issuing Lender for the amount of any payment made by the Issuing Lender under
any Letter of Credit, together with interest as provided herein.


 


(6)           If any Revolving Lender fails to make available to the Administrative
Agent for the account of the Issuing Lender any amount required to be paid by
such Revolving Lender pursuant to the foregoing provisions of this Section
2.4(c) by the time specified in Section 2.4(c)(2), the Issuing Lender shall be
entitled to recover from such Revolving Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the Issuing Lender at a rate per annum equal to the
Federal Funds Rate from time to time in effect. 
A certificate of the Issuing Lender submitted to any Revolving Lender
(through the Administrative Agent) with respect to any amounts owing under this
clause (6) shall be conclusive absent manifest error.


 


(d)           Repayment of Participations.


 


(1)           At any time after the Issuing Lender has made a payment under any
Letter of Credit and has received from any Revolving Lender such Revolving
Lender’s L/C Advance in respect of such payment in accordance with Section
2.4(c), if the Administrative Agent receives for the account of the Issuing
Lender any payment in respect of the related


 


31
















 


Unreimbursed
Amount or interest thereon (whether directly from the Borrower or otherwise,
including proceeds of cash collateral applied thereto by the Administrative
Agent), the Administrative Agent will distribute to such Revolving Lender its
Pro Rata Share thereof (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Revolving Lender’s
L/C Advance was outstanding) in the same funds as those received by the
Administrative Agent.


 


(2)           If any payment received by the Administrative Agent for the account of
the Issuing Lender pursuant to Section 2.4(c)(1) is required to be returned
under any of the circumstances described in Section 12.24 (including pursuant
to any settlement entered into by the Issuing Lender in its discretion), each
Revolving Lender shall pay to the Administrative Agent for the account of the
Issuing Lender its Pro Rata Share thereof on demand of the Administrative
Agent, plus interest thereon from the date of such demand to the date such
amount is returned by such Revolving Lender, at a rate per annum equal to the
Federal Funds Rate from time to time in effect.


 


(e)           Obligations Absolute.  The obligation of the Borrower to reimburse
the Issuing Lender for each drawing under each Letter of Credit and to repay
each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall
be paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following:


 


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


 


(2)           the existence of any claim, counterclaim, set-off, defense or other
right that the Borrower may have at any time against any beneficiary or any
transferee of such Letter of Credit (or any Person for whom any such
beneficiary or any such transferee may be acting), the Issuing Lender or any
other Person, whether in connection with this Agreement, the transactions
contemplated hereby or by such Letter of Credit or any agreement or instrument
relating thereto, or any unrelated transaction;


 


(3)           any draft, demand, certificate or other document presented under such
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 such Letter of Credit;


 


(4)           any payment by the Issuing Lender under such Letter of Credit against
presentation of a draft or certificate that does not strictly comply with the
terms of such Letter of Credit; or any payment made by the Issuing Lender under
such Letter of Credit to any Person purporting to be a trustee in bankruptcy,
debtor-in-possession, assignee for the benefit of creditors, liquidator,
receiver or other representative of or successor to any beneficiary or any
transferee of such Letter of Credit, including any arising in connection with
any proceeding under any Debtor Relief Law; or


 


(5)           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, the Borrower.


 


The Borrower shall
promptly examine a copy of each Letter of Credit and each amendment thereto
that is delivered to it and, in the event of any claim of noncompliance with
the Borrower’s instructions or other


 


32
















 


irregularity, the
Borrower will within three Business Days notify the Issuing Lender.  The Borrower shall be conclusively deemed to
have waived any such claim against the Issuing Lender and its correspondents
unless such notice is given as aforesaid.


 


(f)            Role of Issuing Lender.  Each Revolving Lender and the Borrower agree
that, in paying any drawing under a Letter of Credit, the Issuing Lender shall
not have any responsibility to obtain any document (other than any sight draft,
certificates and documents expressly required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document.  None of the Issuing Lender, any Agent-Related
Person nor any of the respective correspondents, participants or assignees of
the Issuing Lender shall be liable to any Revolving Lender for (i) any action
taken or omitted in connection herewith at the request or with the approval of
the Revolving Lenders, the Requisite Lenders; (ii) any action taken or omitted
in the absence of gross negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related
to any Letter of Credit or Letter of Credit Application.  The Borrower hereby assumes all risks of the
acts or omissions of any beneficiary or transferee with respect to its use of
any Letter of Credit; provided, however, that this assumption is not intended
to, and shall not, preclude the Borrower’s pursuing such rights and remedies as
it may have against the beneficiary or transferee at law or under any other
agreement.  None of the Issuing Lender,
any Agent-Related Person, nor any of the respective correspondents,
participants or assignees of the Issuing Lender, shall be liable or responsible
for any of the matters described in clauses (1) through (5) of Section 2.4(e);
provided, however, that anything in such clauses to the contrary
notwithstanding, the Borrower may have a claim against the Issuing Lender, and
the Issuing Lender may be liable to the Borrower, to the extent, but only to
the extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrower which the Borrower proves were caused by the Issuing
Lender’s willful misconduct or gross negligence or the Issuing Lender’s willful
failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Letter of Credit. 
In furtherance and not in limitation of the foregoing, the Issuing Lender
may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the Issuing Lender shall not be responsible
for the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.


 


(g)           Cash Collateral.  Upon the request of the Administrative Agent,
(i) if the Issuing Lender has honored any full or partial drawing request under
any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii)
if, as of the Letter of Credit Expiration Date, any Letter of Credit may for
any reason remain outstanding and partially or wholly undrawn, the Borrower
shall immediately Cash Collateralize the then outstanding amount of the Letter
of Credit Usage (in an amount equal to such outstanding amount determined as of
the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the
case may be).  For purposes hereof, “Cash
Collateralize” means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the Issuing Lender and the Revolving
Lenders, as collateral for the then outstanding amount of the Letter of Credit
Usage, cash or deposit account balances pursuant to documentation in form and
substance satisfactory to the Administrative Agent and the Issuing Lender
(which documents are hereby consented to by the Revolving Lenders).  Derivatives of such term have corresponding
meanings.  The Borrower hereby grants to
the Administrative Agent, for the benefit of the Issuing Lender and the
Revolving Lenders, a security interest in all such cash, deposit accounts and
all balances therein and all proceeds of the foregoing.  Cash


 


33
















 


collateral
shall be maintained in blocked, non-interest bearing deposit accounts at Bank
of America.


 


(h)           Applicability of ISP98 and UCP.  Unless otherwise expressly
agreed by the Issuing Lender and the Borrower when a Letter of Credit is
issued, (i) the rules of the “International Standby Practices 1998” published
by the Institute of International Banking Law & Practice (or such later
version thereof as may be in effect at the time of issuance) shall apply to
each Standby Letter of Credit, and (ii) the rules of the Uniform Customs and
Practice for Documentary Credits, as most recently published by the
International Chamber of Commerce (the “ICC”) at the time of issuance
(including the ICC decision published by the Commission on Banking Technique
and Practice on April 6, 1998 regarding the European single currency (euro))
shall apply to each Commercial Letter of Credit.


 


(i)            Conflict with Letter of Credit Application.  In
the event of any conflict between the terms hereof and the terms of any Letter
of Credit Application, the terms hereof shall control.


 


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


 


2.5           Voluntary Reduction of the Revolving Commitment. 
Borrower shall have the right, at any time and from time to time,
without penalty or charge, upon at least three Business Days’ prior written
notice by a Responsible Official of Borrower to the Administrative Agent,
voluntarily to reduce, permanently and irrevocably, in aggregate principal
amounts in an integral multiple of $500,000, but not less than $1,000,000, or
to terminate, all or a portion of the then undisbursed portion of the Revolving
Commitment, provided that the Borrower shall not reduce the Revolving
Commitment prior to the Completion Date unless in connection with the repayment
of all of the Obligations.  The
Administrative Agent shall promptly notify the Lenders of any reduction or termination
of the Revolving Commitment under this Section. 
Any voluntary reduction of the Revolving Commitment under this Section
shall be applied to reduce the Reduction Amount for the next following
Quarterly Payment Date (to the extent of that Reduction Amount) and thereafter
to subsequent Quarterly Payment Dates (to the extent not previously applied) in
the order of their occurrence.


 


2.6           Scheduled Reductions of the Revolving Commitment. 
Subject to the last sentence of Section 2.5 and the last sentence of
Section 2.8, on each Quarterly Payment Date, the Revolving Commitment shall
automatically be ratably reduced by the applicable Reduction Amount.  If after giving effect to the applicable
Reduction Amount, the sum of (i) the aggregate principal amount under the
Revolving Notes, (ii) the Swing Line Outstandings and (iii) the Letters of
Credit Usage shall exceed the then effective Revolving Commitment, Borrower
shall immediately repay the outstanding Advances under the Revolving Commitment
to the extent in excess of the Revolving Commitment.


 


2.7           Mandatory Reductions of the Term Commitment and
Prepayments of the Term Commitment.  Subject to the last
sentence of Section 2.8, Borrower shall repay the Term Loans on each Quarterly
Payment Date, commencing with the Quarterly Payment Date occurring on March 31,
2004, in the related Term Amortization Amount. 
Subject to Section 3.8(e), the Borrower may also optionally prepay the
Term Loans at any time.  Each mandatory
prepayment of the Term Loans shall be applied in the inverse order of their
occurrence, but any optional prepayment shall be applied to installments in the
order of their occurrence.


 


34
















 


2.8           Mandatory Reductions of the Commitments.  The
Commitments shall also be ratably reduced (a)  by an amount equal to all Cash Equity
Contributions made by the Members pursuant to the Make-Well Agreement effective
as of the date of the making thereof, and (b) by an amount equal to 100% of the
Net Cash Proceeds from Dispositions, effective on the third Business Day
following the receipt by Borrower of such Net Cash Proceeds.  Any reduction of the Commitments under this
Section 2.8 shall be applied to Reduction Amounts and Term Amortization Amounts
in the inverse order of the related Quarterly Payment Dates.


 


2.9           Optional Increase to the Commitments.


 


(a)           Provided that no Default or Event of Default then exists, Borrower may
request in writing that the then effective Revolving Commitment, Term
Commitment, or either or both of them, be increased to an aggregate amount
which does not result in the principal amount of the Commitments being greater
than $300,000,000 minus the amount of any permanent reductions to the
Commitments which have then occurred pursuant to Sections 2.5, 2.6, 2.7 or 2.8,
provided that (i) any such increase shall be made prior to the two year
anniversary of the Closing Date, and (ii) the interest rates payable in
connection with any such increased Commitments shall be the same interest rates
payable in connection with the existing Commitment (whether Term Loan or
Revolving Loan).  Any request under this
Section shall be submitted by Borrower to the Lenders through the
Administrative Agent not less than thirty days prior to the proposed increase,
specify the proposed effective date and amount of such increase to each of the
Commitments, if any, and be accompanied by a Certificate signed by a Senior
Officer of Borrower, stating that no Default or Event of Default exists as of
the date of the request or will result from the requested increase. The consent
of the Lenders, as such, shall not be required for an increase in the amount of
either or both of the Commitments pursuant to this Section.


 


(b)           Each Lender may approve or reject a request for an increase in the
amount of the Commitments in its sole and absolute discretion and, absent an
affirmative written response within ten Business Days after receipt of such
request, shall be deemed to have rejected the request.  The rejection of such a request by any number
of Lenders shall not affect Borrower’s right to increase the Commitments
pursuant to this Section.


 


(c)           In responding to a request under this Section, each Lender which is
willing to increase the amount of its Pro Rata Share of the increased
Commitments shall specify the amount of the proposed increase which it is
willing to assume.  Each consenting
Lender shall be entitled to participate ratably (based on its Pro Rata Share of
the Commitments before such increase) in any resulting increase in the Commitments,
subject to the right of the Administrative Agent to adjust allocations of the
increased Commitments so as to result in the amounts of the Pro Rata Shares of
the Lenders being in integral multiples of $100,000.


 


(d)           If the aggregate principal amount offered to be assumed by the
consenting Lenders is less than the amount requested, Borrower may (i) reject
the proposed increase in its entirety, (ii) accept the offered amounts or (iii)
designate new lenders who qualify as Eligible Assignees and which are reasonably
acceptable to the Administrative Agent as additional Lenders hereunder in
accordance with clause (f) of this Section (each, a “New Lender”), which New
Lenders may assume the amount of the increase in the Commitments that has not
been assumed by the consenting Lenders.


 


(e)           After completion of the foregoing, the Administrative Agent shall give
written notification to the Lenders and any New Lenders of the increase to the
Commitments which shall thereupon become effective.


 


35
















 


(f)            Each New Lender shall become an additional party hereto as a New Lender
concurrently with the effectiveness of the proposed increase in the Commitments
upon its execution of an instrument of joinder to this Agreement, consented to
by Station and the Members, which is in form and substance reasonably
acceptable to the Administrative Agent and which, in any event, contains the
representations, warranties, indemnities and other protections afforded to the
Administrative Agent and the other Lenders which would be granted or made by an
Eligible Assignee by means of the execution of an Assignment and Acceptance.


 


(g)           Subject to the foregoing, any increase to the Commitments requested
under this Section shall be effective as of the date proposed by Borrower and
shall be in the principal amount equal to (i) the amount which consenting
Lenders are willing to assume as increases to the amount of their Pro Rata
Share plus (ii) the amount offered by any New Lenders.  Upon the effectiveness of any such increase,
each Loan outstanding under any Commitment which is so increased shall be
refinanced with new Advances reflecting the adjusted Pro Rata Shares of the
Lenders in that Commitment and Borrower shall:


 


(x)            issue replacement Notes to each affected Lender and new Notes to each
New Lender (in each case, as may be requested by such Lender), and the
percentage of Pro Rata Shares of each Lender will be adjusted to give effect to
the increase in the Commitments;


 


(y)           execute and deliver to the Administrative Agent such amendments to the
Loan Documents as the Administrative Agent may reasonably request relating to
such increase (including without limitation, an amendment to the Deed of Trust
reflecting the increase of the amounts secured thereby, and, in any such case
Borrower shall provide to the Administrative Agent an endorsement to its ALTA
lenders policy of title insurance, in form and substance reasonably acceptable
to the Administrative Agent, insuring the continued priority and perfection of
the Deed of Trust); and


 


(z)            pay to the existing Lenders any breakage costs which are payable in
connection with the refinancing of any Loans in the manner contemplated by
Section 3.10 (it being understood that in the event of any increase to the Term
Commitment, each LIBOR Loan which is then outstanding under the Term Commitment
shall be refinanced in a manner which results in each Lender having a Pro Rata
Share of the Term Commitment having a ratable share of each Term Loan which is
outstanding thereunder).


 


2.10         Administrative Agent’s Right to Assume Funds Available for
Advances.  Unless the Administrative Agent shall have
been notified by any Lender no later than 11:00 a.m., California time, on the
Business Day of the proposed funding by the Administrative Agent of any Loan
that such Lender does not intend to make available to the Administrative Agent
such Lender’s portion of the total amount of such Loan, the Administrative
Agent may assume that such Lender has made such amount available to the Administrative
Agent on the date of the Loan and the Administrative Agent may, in reliance
upon such assumption, make available to Borrower a corresponding amount.  If the Administrative Agent has made funds
available to Borrower based on such assumption and such corresponding amount is
not in fact made available to the Administrative Agent by such Lender, the
Administrative Agent shall be entitled to recover such corresponding amount on
demand from such Lender.  If such Lender
does not pay such corresponding amount forthwith upon the Administrative
Agent’s demand therefor, the Administrative Agent promptly shall notify
Borrower and Borrower shall pay such corresponding amount to the Administrative
Agent.  The Administrative Agent also
shall be entitled to recover from such Lender interest on such corresponding
amount in respect of each day from the date such corresponding amount


 


36
















 


was made available
by the Administrative Agent to Borrower to the date such corresponding amount
is recovered by the Administrative Agent, at a rate per annum equal to the
daily Federal Funds Rate.  Nothing herein
shall be deemed to relieve any Lender from its obligation to fulfill its share
of the Commitments or to prejudice any rights which the Administrative Agent or
Borrower may have against any Lender as a result of any default by such Lender
hereunder.


 


2.11         Swing Line.


 


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


 


(b)           Swing Line Loans shall bear interest at the rate set forth in the Swing
Line Note.  Interest shall be payable on
such dates, not more frequent than monthly, as may be specified by the Swing
Line Lender and in any event on the Revolving Maturity Date.  The Swing Line Lender shall be responsible
for invoicing Borrower for such interest. 
The interest payable on Swing Line Loans is solely for the account of
the Swing Line Lender (subject to clause (d) below).


 


(c)           The Swing Line Loans shall be payable within five Business Days after
demand made by the Swing Line Lender and in any event on the Revolving Maturity
Date.


 


(d)           Upon the making of a Swing Line Loan in accordance with Section
2.10(a), each Lender shall be deemed to have purchased from the Swing Line
Lender a participation therein in an amount equal to that Lender’s Pro Rata
Share times the amount of the Swing Line Loan.  Upon demand made by the Swing Line Lender,
each Revolving Lender shall, according to its Pro Rata Share, promptly provide
to the Swing Line Lender its purchase price


 


37
















 


therefor in
an amount equal to its participation therein. 
The obligation of each Revolving Lender to so provide its purchase price
to the Swing Line Lender shall be absolute and unconditional (except
only demand made by the Swing Line Lender) and shall not be affected by the
occurrence of a Default or Event of Default; provided that no Revolving
Lender shall be obligated to purchase its Pro Rata Share of (i) Swing Line
Loans to the extent that Swing Line Outstandings are in excess of $10,000,000
or (ii) to the extent that the sum of (x) the aggregate principal amount
under the Revolving Notes, (y) the Swing Line Outstandings and (z) the Letters
of Credit Usage exceeds the then effective Revolving Commitment or (iii) any
Swing Line Loan made (absent the consent of all of the Lenders) during the
continuation of an Event of Default.  Each
Revolving Lender that has provided to the Swing Line Lender the purchase price
due for its participation in Swing Line Loans shall thereupon acquire a pro
rata participation, to the extent of such payment, in the claim of the Swing
Line Lender against Borrower for principal and interest and shall share, in
accordance with that pro rata participation, in any principal payment made by
Borrower with respect to such claim and in any interest payment made by
Borrower (but only with respect to periods subsequent to the date such
Revolving Lender paid the Swing Line Lender its purchase price) with respect to
such claim.


 


(e)           In the event that the Swing Line Outstandings are outstanding ten
consecutive Business Days, then on the next Business Day (unless Borrower has
made other arrangements acceptable to the Swing Line Lender to pay the Swing
Line Outstandings in full), Borrower shall request a Loan pursuant to Section
2.1(a) sufficient to pay the Swing Line Outstandings in full.  In addition, upon any demand for payment of
the Swing Line Outstandings by the Swing Line Lender (unless Borrower has made
other arrangements acceptable to the Swing Line Lender to reduce the Swing Line
Outstandings to $0), Borrower shall request a Loan pursuant to Section 2.1(a)
sufficient to repay all Swing Line Outstandings (and, for this purpose, Section
2.1(e) shall not apply).  In each case,
the Administrative Agent shall automatically provide the responsive Advances
made by each Revolving Lender to the Swing Line Lender (which the Swing Line
Lender shall then apply to the Swing Line Outstandings).  In the event that Borrower fails to request
such a Loan within the time specified by Section 2.2 on any such date, the
Administrative Agent may, but is not required to, without notice to or the
consent of Borrower, cause Advances to be made by the Revolving Lenders under
the Revolving Commitment in amounts which are sufficient to reduce the Swing
Line Outstandings as required above.  The
conditions precedent set forth in Article 9 shall not apply to Advances to be
made by the Lenders pursuant to the three preceding sentences, but the Lenders
shall not be obligated to make such Advances to the extent that the conditions
set forth in Section 2.11(a)(i), (ii), (iii) and (iv) were not satisfied as to
any Swing Line Loan which is part of such Swing Line Outstandings.  The proceeds of such Advances shall be paid
directly to the Swing Line Lender for application to the Swing Line
Outstandings.


 


2.12         Collateral and Guaranty.  The Obligations shall be
secured by the Collateral pursuant to the Collateral Documents.  The Obligations shall be supported by the
Members pursuant to the Completion Guaranty and the Make-Well Agreement,
subject to termination thereof in accordance with their respective terms.


 


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


 


38
















 


ARTICLE 3

PAYMENTS AND FEES


 


3.1           Principal and Interest


 


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


 


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


 


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


 


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


 


(i)            the amount, if any, by which the sum of (i) the aggregate
principal amount under the Revolving Notes plus (ii) the Swing Line
Outstandings plus (iii) the Letter of Credit Usage at any time exceeds
the then applicable Revolving Commitment (including as it may be reduced
from time to time pursuant to Sections 2.5, 2.6, or 2.8) shall in each case be
payable immediately;


 


(ii)           the Term Loans shall be payable on each Quarterly Payment Date in the
related Term Amortization Amount;


 


(iii)          the amount by which the principal Indebtedness evidenced by the Term
Notes at any time exceeds the Term Commitment shall be payable immediately; and


 


(iv)          the principal Indebtedness evidenced by the Notes shall in any event be
payable on the Revolving Maturity Date or Term Maturity Date, as applicable.


 


(e)           The Notes may, at any time and from time to time, voluntarily be paid
or prepaid in whole or in part without premium or penalty, except that
with respect to any voluntary


 


39
















 


prepayment
under this Section, (i) any partial prepayment shall be not less than
$1,000,000 and in an integral multiple of $500,000, (ii) the Administrative
Agent shall have received written notice of any prepayment by 9:00 a.m.
California time on the Business Day prior to the date of prepayment (which must
be a Business Day) in the case of an Base Rate Loan, and, in the case of a
LIBOR Loan, three Business Days before the date of prepayment (which must be a
Business Day), which notice shall identify the date and amount of the
prepayment and the Loan(s) being prepaid, (iii) each prepayment of principal on
any LIBOR Loan shall be accompanied by payment of interest accrued to the date
of payment on the amount of principal paid, (iv) any payment or prepayment of
all or any part of any LIBOR Loan on a day other than the last day of the
applicable Interest Period shall be subject to Section 3.8(e) and (v) upon any
partial prepayment of a LIBOR Loan that reduces the principal amount of such
Loan below $2,000,000, the remaining portion thereof shall automatically convert
to a Base Rate Loan.


 


3.2           Arrangement Fee.  On the Closing Date, Borrower
shall pay to the Joint Lead Arrangers the arrangement fee as heretofore agreed
upon by letter agreement among Borrower and the Joint Lead Arrangers.  Such arrangement fee is for the services of
the Joint Lead Arrangers in arranging the credit facilities under this
Agreement and is fully earned when paid. 
The arrangement fee paid to the Joint Lead Arrangers is solely for their
own accounts and is nonrefundable.


 


3.3           Upfront Fees.  On the Closing Date, Borrower
shall pay to the Administrative Agent, for the ratable accounts of the Lenders
pro rata according to their respective Pro Rata Shares, upfront fees in the
amounts set forth in a letter agreement with the Administrative Agent.  The Administrative Agent shall promptly pay
the Lenders their portion of the upfront fees. 
The upfront fees received by each Lender are solely for its own account
and are nonrefundable.


 


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


 


3.5           Letter of Credit Fees.  With respect to each Letter of
Credit, Borrower shall pay the following fees:


 


(a)           concurrently with the issuance of each Standby Letter of Credit, a
letter of credit issuance fee to the Issuing Lender for the sole account of the
Issuing Lender, in an amount set forth in a letter agreement between Borrower
and the Issuing Lender;


 


(b)           concurrently with the issuance of each Standby Letter of Credit, to the
Administrative Agent for the ratable account of the Revolving Lenders in
accordance with their Pro Rata Share of the Revolving Commitment, a standby
letter of credit fee in an amount equal to the Standby Letter of Credit Fee as
of the date of such issuance times the face amount of such Standby
Letter of Credit, which the Administrative Agent shall promptly pay to the
Revolving Lenders in accordance with their respective Pro Rata Share; and


 


(c)           concurrently with each issuance, negotiation, drawing or amendment of
each Commercial Letter of Credit, to the Issuing Lender for the sole account of
the Issuing Lender, issuance, negotiation, drawing and amendment fees in the
amounts published from time to time as the Issuing Lender’s scheduled fees for
such services.


 


40
















 


Each of the
fees payable with respect to Letters of Credit under this Section is earned
when due and is nonrefundable.


 


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


 


3.7           Increased Commitment Costs.  If
any Lender shall determine in good faith that the introduction after the
Closing Date of any applicable law, rule, regulation or guideline regarding
capital adequacy, or any change therein or any change in the interpretation or
administration thereof by any central bank or other Governmental Agency charged
with the interpretation or administration thereof, or compliance by such Lender
(or its LIBOR Lending Office) or any corporation controlling the Lender, with
any request, guideline or directive regarding capital adequacy (whether or not
having the force of Law) of any such central bank or other authority not
imposed as a result of such Lender’s or such corporation’s failure to comply
with any other Laws, affects or would affect the amount of capital required or
expected to be maintained by such Lender or any corporation controlling such
Lender and (taking into consideration such Lender’s or such corporation’s
policies with respect to capital adequacy and such Lender’s desired return on
capital) determines in good faith that the amount of such capital is increased,
or the rate of return on capital is reduced, as a consequence of its
obligations under this Agreement, then, within ten Business Days after demand
of such Lender, Borrower shall pay to such Lender, from time to time as
specified in good faith by such Lender, additional amounts sufficient to compensate
such Lender in light of such circumstances, to the extent reasonably allocable
to such obligations under this Agreement, provided that Borrower shall not be
obligated to pay any such amount which arose prior to the date which is ninety
days preceding the date of such demand or is attributable to periods prior to
the date which is ninety days preceding the date of such demand.  Each Lender’s determination of such amounts
shall be conclusive in the absence of manifest error.


 


3.8           Eurodollar Costs and Related Matters.


 


(a)           In the event that any Governmental Agency imposes on any Lender any
reserve or comparable requirement (including any emergency, supplemental
or other reserve) with respect to the liabilities or assets consisting of or
including Eurocurrency funds or deposits (currently known as “Euro
liabilities”) of that Lender within five Business Days after demand all amounts
necessary to compensate such Lender (determined as though such Lender’s LIBOR
Lending Office had funded 100% of its LIBOR Advance in the Designated
Eurodollar Market) in respect of the imposition of such reserve requirements (provided,
that Borrower shall not be obligated to pay any such amount which arose prior
to the date which is ninety days preceding the date of such demand or is
attributable to periods prior to the date which is ninety days preceding the
date of such demand).  The Lender’s
determination of such amount shall be conclusive in the absence of manifest
error.


 


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


 


(1)           shall subject any Lender or its LIBOR Lending Office to any tax, duty
or other charge or cost with respect to any LIBOR Advance, any of its Notes
evidencing LIBOR Loans or its obligation to make LIBOR Advances, or shall
change the basis of taxation of payments to any Lender attributable to the
principal of or interest on any LIBOR Advance or any other amounts due under
this Agreement in respect of any LIBOR Advance, any of its Notes


 


41
















 


evidencing
LIBOR Loans or its obligation to make LIBOR Advances (provided, that
Borrower shall not be obligated to pay any such amount which arose prior to the
date which is ninety days preceding the date of such demand or is attributable
to periods prior to the date which is ninety days preceding the date of such
demand), excluding (i) taxes imposed on or measured in whole or in part
by its overall net income by (A) any jurisdiction (or political subdivision
thereof) in which it is organized or maintains its principal office or LIBOR
Lending Office or (B) any jurisdiction (or political subdivision thereof) in
which it is “doing business” and (ii) any withholding taxes or other taxes
based on gross income imposed by the United States of America for any period
with respect to which it has failed to provide Borrower with the appropriate
form or forms required by Section 12.21, to the extent such forms are then
required by applicable Laws;


 


(2)           without duplication as to Section 3.8(a), shall impose, modify or deem
applicable any reserve not applicable or deemed applicable on the date hereof (including
any reserve imposed by the Board of Governors of the Federal Reserve System,
special deposit, capital or similar requirements against assets of, deposits
with or for the account of, or credit extended by, any Lender or its LIBOR
Lending Office); or


 


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


 


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


 


(c)           If, after the date hereof, the existence or occurrence of any Special
Eurodollar Circumstance shall, in the good faith opinion of any Lender, make it
unlawful or impossible for such Lender or its LIBOR Lending Office to make,
maintain or fund its portion of any LIBOR Loan, or materially restrict the
authority of such Lender to purchase or sell, or to take deposits of, Dollars
in the Designated Eurodollar Market, or to determine or charge interest rates
based upon the Eurodollar Rate, and such Lender shall so notify the
Administrative Agent, then such Lender’s obligation to make LIBOR Advances
shall be suspended for the duration of such illegality or impossibility and the
Administrative Agent forthwith shall give notice thereof to the other Lenders
and Borrower.  Upon receipt of such
notice, the outstanding principal amount of such Lender’s LIBOR Advances,
together with accrued interest thereon, automatically shall be converted to
Base Rate Advances on either (1) the last day of the Interest Period(s) applicable
to such LIBOR Advances if such Lender may lawfully continue to maintain and
fund such LIBOR Advances to such day(s) or (2) immediately if such Lender may
not lawfully continue to fund and maintain such LIBOR Advances to such day(s), provided
that in such event the conversion shall not be subject to payment of a
prepayment fee under Section 3.8(e). 
Each Lender agrees to endeavor promptly to notify Borrower of any event
occurring after the Closing Date of which it


 


42
















 


has actual
knowledge, which will cause that Lender to notify the Administrative Agent
under this Section, and agrees to designate a different LIBOR Lending Office if
such designation will avoid the need for such notice and will not, in the good
faith judgment of such Lender, otherwise be materially disadvantageous to such
Lender.  In the event that any Lender is
unable, for the reasons set forth above, to make, maintain or fund its portion
of any LIBOR Loan, such Lender shall fund such amount as a Base Rate Advance
for the same period of time, and such amount shall be treated in all respects
as a Base Rate Advance.  Any Lender whose
obligation to make LIBOR Advances has been suspended under this Section shall
promptly notify the Administrative Agent and Borrower of the cessation of the
Special Eurodollar Circumstance which gave rise to such suspension.


 


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


 


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


 


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


 


then the
Administrative Agent forthwith shall give notice thereof to Borrower and the Lenders,
whereupon until the Administrative Agent notifies Borrower that the
circumstances giving rise to such suspension no longer exist, the obligation of
the Lenders to make any future LIBOR Advances shall be suspended.


 


(e)           Upon payment or prepayment of any LIBOR Advance (other than as
the result of a conversion required under Section 3.8(c)), on a day other
than the last day in the applicable Interest Period (whether voluntarily,
involuntarily, by reason of acceleration, or otherwise), or upon the failure of
Borrower (for a reason other than the breach by a Lender of its
obligation pursuant to Sections 2.1(a) and (b) to make an Advance or the
suspension of any Lender’s obligation to make or maintain LIBOR Loans under
Section 3.8) to borrow on the date or in the amount specified for a LIBOR Loan
in any Request for Loan, Borrower shall pay to the appropriate Lender within
ten Business Days after demand a prepayment fee or failure to borrow fee, as
the case may be (determined as though 100% of the LIBOR Advance had been funded
in the Designated Eurodollar Market) equal to the sum of:


 


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


 


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


 


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


 


43
















 


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


 


3.9           Late Payments.  During the existence of an
Event of Default, upon written notice to Borrower from the Administrative Agent
(with the approval of the Requisite Lenders), and in any event if any principal
or interest or any fee or cost or other amount payable under any Loan Document
to the Administrative Agent or any Lender is not paid when due, (a) the Loans
shall thereafter bear interest at a rate per annum equal to the sum of (i)
the interest rate specified in Sections 3.1(b) or 3.1(c), whichever is
applicable, plus (ii) 2%, and (b) each other Obligation shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the sum
of the Base Rate plus the Base Rate Margin plus 2%, in each case, to the
fullest extent permitted by applicable Laws. 
Accrued and unpaid interest on past due amounts (including, without
limitation, interest on past due interest) shall be payable on demand and shall
be compounded monthly, on the last day of each calendar month, to the fullest
extent permitted by applicable Laws.


 


3.10         Computation of Interest and Fees. 
Computation of interest on Base Rate Loans and on Swing Line Loans shall
be made on the basis of a year of 365/366 days and actual numbers of days
elapsed.  Computation of interest on
LIBOR Loans and fees under this Agreement shall be calculated on the basis of a
year of 360 days and the actual number of days elapsed.  Interest shall accrue on each Loan for the
day on which the Loan is made; interest shall not accrue on a Loan, or any
portion thereof, for the day on which the Loan or such portion is paid.  Any Loan that is repaid on the same day on
which it is made shall bear interest for one day.  Notwithstanding anything in this Agreement to
the contrary, interest in excess of the maximum amount permitted by applicable
Laws shall not accrue or be payable hereunder or under the Notes, and any
amount paid as interest hereunder or under the Notes which would otherwise be
in excess of such maximum permitted amount shall instead be treated as a
payment of principal.


 


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


 


3.12         Manner and Treatment of Payments.


 


(a)           Each payment hereunder (except payments pursuant to Sections
3.7, 3.8, 12.3, 12.11 and 12.22) or on the Notes or under any other Loan
Document shall be made to the Administrative Agent at the Administrative
Agent’s Office for the account of the Lenders or the Administrative Agent, as
the case may be, in immediately available funds not later than 11:00 a.m.
California time, on the day of payment (which must be a Business Day).  All payments received after such time, on any
Business Day, shall be deemed received on the next succeeding Business
Day.  The amount of all payments received
by the Administrative Agent for the account of each Lender shall be immediately
paid by the Administrative Agent to the applicable Lender in immediately
available funds and, if such payment was received by the Administrative Agent
by 11:00 a.m., California time, on a Business Day and not so made available to
the account of a


 


44
















 


Lender on
that Business Day, the Administrative Agent shall reimburse that Lender for the
cost to such Lender of funding the amount of such payment at the Federal Funds
Rate.  All payments shall be made in
lawful money of the United States of America.


 


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


 


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


 


(d)           Each payment of any amount payable by Borrower under this Agreement or
any other Loan Document (and Borrower shall assure that each payment made by
any other Party under any other Loan Document) shall be made free and clear of,
and without reduction by reason of, any taxes, assessments or other charges
imposed by any Governmental Agency, central bank or comparable authority, excluding
(i) taxes imposed on or measured in whole or in part by its overall net income
by (A) any jurisdiction (or political subdivision thereof) in which it is
organized or maintains its principal office or LIBOR Lending Office or (B) any
jurisdiction (or political subdivision thereof) in which it is “doing business”
and (ii) any withholding taxes or other taxes based on gross income imposed by
the United States of America for any period with respect to which that Lender
has failed to provide Borrower with the appropriate form or forms required by
Section 12.21, to the extent such forms are then required by applicable Laws
whether or not such Lender was legally entitled to provide such form or forms
(all such non-excluded taxes, assessments or other charges being hereinafter
referred to as “Taxes”).  To the
extent that Borrower is obligated by applicable Laws to make any deduction or
withholding on account of Taxes from any amount payable to any Lender under
this Agreement, Borrower shall (i) make such deduction or withholding and pay
the same to the relevant Governmental Agency and (ii) pay such additional
amount to that Lender as is necessary to result in that Lender’s receiving a
net after-Tax amount equal to the amount to which that Lender would have been
entitled under this Agreement absent such deduction or withholding.  If and when receipt of such payment results in
an excess payment or credit to that Lender on account of such Taxes, that
Lender shall promptly refund such excess to Borrower.


 


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


 


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


 


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


 


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


 


(a)           if the Borrower failed to make such payment, each Lender shall
forthwith on demand repay to the Administrative Agent the portion of such
assumed payment that was made available to such Lender in immediately available
funds, together with interest thereon in respect of each day from and including
the date such amount was made available by the Administrative Agent to such
Lender to the date such amount is repaid to the Administrative Agent in
immediately available funds at the Federal Funds Rate from time to time in
effect; and


 


(b)           if any Lender failed to make such payment, such Lender shall forthwith
on demand pay to the Administrative Agent the amount thereof in immediately
available funds, together with interest thereon for the period from the date
such amount was made available by the Administrative Agent to the Borrower to
the date such amount is recovered by the Administrative Agent (the
“Compensation Period”) at a rate per annum equal to the Federal Funds Rate from
time to time in effect. If such Lender pays such amount to the Administrative
Agent, then such amount shall constitute such Lender’s Advance included in the
applicable Loan.  If such Lender does not
pay such amount forthwith upon the Administrative Agent’s demand therefor, the
Administrative Agent may make a demand therefor upon the Borrower, if
applicable, and the Borrower, if applicable, shall pay such amount to the
Administrative Agent, together with interest thereon for the Compensation
Period at a rate per annum equal to the rate of interest applicable to the
applicable Advance.  Nothing herein shall
be deemed to relieve any Lender from its obligation to fulfill its Pro Rata
Share of the Commitments or to prejudice any rights which the Administrative
Agent, the Borrower may have against any Lender as a result of any default by
such Lender hereunder.


 


A notice of the
Administrative Agent to any Lender or the Borrower with respect to any amount
owing under this Section 3.15 shall be conclusive, absent manifest error.


 


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


 


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


 


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ARTICLE 4

REPRESENTATIONS AND WARRANTIES


 


In order to
induce the Lenders to enter into this Agreement and to extend credit hereunder,
Borrower represents and warrants to the Lenders that:


 


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


 


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


 


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


 


(b)           violate or conflict with any provision of such Party’s articles of
incorporation or other organizational documents, including without
limitation any operating agreements or bylaws;


 


(c)           result in or require the creation or imposition of any Lien or Right of
Others upon or with respect to any Property now owned or leased or hereafter
acquired by such Party (other than Liens and Rights of Others created by
the Loan Documents);


 


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


 


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


 


47
















 


and none of
Station, the Members, Borrower or any Subsidiary of Borrower is in violation
of, or default under, any Requirement of Law or Contractual Obligation,
including any Contractual Obligation described in Section 4.2(e), in any
respect that constitutes a Material Adverse Effect.


 


4.3           No Governmental Approvals Required. 
Except as set forth in Schedule 4.3 or previously obtained or made, no
authorization, consent, approval, order, license or permit from, or filing,
registration or qualification with, any Governmental Agency is or will be
required to authorize or permit under applicable Laws the execution, delivery
and performance by each of Station, the Members, Borrower and each Subsidiary
of Borrower of the Loan Documents to which it is a Party.


 


4.4           Subsidiaries.  As of the Closing Date, Borrower has no
Subsidiaries.  Except as described in
Schedule 6.14, Borrower does not own any capital stock, equity interest or debt
security which is convertible, or exchangeable, for capital stock or equity
interests in any Person.  Unless
otherwise indicated in Schedule 4.4, all of the outstanding shares of capital
stock, or all of the units of equity interest, as the case may be, of each
Subsidiary are owned of record and beneficially by Borrower, there are no
outstanding options, warrants or other rights to purchase capital stock of any
such Subsidiary, and all such shares or equity interests so owned are duly
authorized, validly issued, fully paid and non-assessable, and were issued in
compliance with all applicable state and federal securities and other Laws, and
are free and clear of all Liens and Rights of Others, except for Permitted
Encumbrances and Permitted Rights of Others.


 


4.5           Financial Statements.  Borrower has furnished to the
Lenders (a) the audited consolidated financial statements of Station and its
Subsidiaries for the fiscal year ended December 31, 2002, (b) the unaudited
consolidated financial statements of Station and its Subsidiaries for the
fiscal quarter ended September 30, 2003, 
(c) audited financial statements of Borrower for the fiscal year ended
December 31, 2002, and (d) the unaudited financial statements of Borrower for
the fiscal quarter ended September 30, 2003. 
The financial statements described above fairly present in all material
respects the financial condition, results of operations and changes in
financial position of the Persons specified therein, in conformity with GAAP.


 


4.6           No Other Liabilities; No Material Adverse Changes. 
Borrower does not have any material liability or material contingent
liability required under GAAP to be reflected or disclosed and not reflected or
disclosed in the financial statements described in Section 4.5, other than
liabilities and contingent liabilities arising in the ordinary course of
business since the date thereof.  As of
the Closing Date, no circumstance or event has occurred that constitutes a
Material Adverse Effect since December 31, 2002.  As of any date subsequent to the Closing Date,
no circumstance or event has occurred that constitutes a Material Adverse
Effect since the Closing Date.


 


4.7           Title to Property.  As of the Closing Date,
Borrower has valid title to its Property (other than assets which are
the subject of a Capital Lease Obligation) reflected in the balance sheet
described in Section 4.5(c), other than items of Property or exceptions
to title which are in each case immaterial to Borrower and Property
subsequently sold or disposed of in the ordinary course of business, free and
clear of all Liens and Rights of Others, other than Liens or Rights of
Others described in Schedule 4.7, Permitted Rights of Others or Liens permitted
by Section 6.8.


 


4.8           Intangible Assets.  Borrower owns, or possesses
(or as of any relevant date will own or possess the same to the extent that it
has the present need for such assets) the right to use to the extent necessary
in its business, all material trademarks, trade names, copyrights, patents,
patent rights, computer software, licenses and other Intangible Assets that are
used in the conduct of its businesses as now operated, and no such Intangible
Asset, to the best knowledge of Borrower, conflicts with the valid trademark,
trade name, copyright, patent, patent right or Intangible Asset of any other
Person to the extent


 


48
















 


that such conflict
constitutes a Material Adverse Effect. 
Schedule 4.8 sets forth all trademarks, trade names and trade styles
used by Borrower as of the Closing Date.


 


4.9           Public Utility Holding Company Act. 
Neither Borrower nor any Subsidiary of Borrower formed following the
Closing Date is a “holding company”, or a “subsidiary company” of a “holding
company”, or an “affiliate” of a “holding company” or of a “subsidiary company”
of a “holding company”, within the meaning of the Public Utility Holding
Company Act of 1935, as amended.


 


4.10         Litigation.  Except for (a) any matter fully covered as to
subject matter and amount (subject to applicable deductibles and retentions) by
insurance for which the insurance carrier has not asserted lack of subject
matter coverage or reserved its right to do so, (b) any matter, or series of
related matters, involving a claim against Borrower or any of its Subsidiaries
of less than $1,000,000, (c) matters of an administrative nature not involving
a claim or charge against Borrower or any of its Subsidiaries and (d) matters
set forth in Schedule 4.10 (none of which may reasonably be expected to have
Material Adverse Effect), there are no actions, suits, proceedings or
investigations pending as to which Borrower or any of its Subsidiaries have
been served or have received notice or, to the best knowledge of Borrower,
threatened against or affecting Borrower or any of its Subsidiaries or any Property
of any of them before any Governmental Agency.


 


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


 


4.12         No Default.  No event has occurred and is continuing that
is a Default or Event of Default.  As of
the Closing Date, Borrower is not in default under the Construction Contract in
any material respect and, to the best knowledge of Borrower, the other
counterparties to the Construction Contract are not in default thereunder in
any material respect.


 


4.13         ERISA.


 


(a)           With respect to each Pension Plan:


 


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


 


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


 


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


 


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


 


49
















 


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


 


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


 


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


 


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


 


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


 


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


 


4.19         Gaming Laws.  Borrower is in compliance with all applicable
Gaming Laws except for such non-compliance that would not constitute a Material
Adverse Effect.


 


4.20         Security Interests.  Upon the execution and
delivery of the Security Agreement, the Security Agreement will create a valid
first priority security interest in the Collateral described therein securing
the Obligations (subject only to Permitted Encumbrances, Permitted Rights of
Others and matters disclosed in Schedule 4.7 or permitted in Section 6.8 and to
such qualifications and exceptions as are contained in the Uniform Commercial
Code with respect to the priority of security interests perfected by means other
than the filing of a financing statement or with respect to the creation of
security interests


 


50
















 


in Property to
which Article 9 of the Uniform Commercial Code does not apply) and all action
necessary to perfect the security interest so created, other than filing
of the UCC-1 financing statements previously delivered to and filed by the
Administrative Agent in connection with the Existing Loan Agreement with the
appropriate Governmental Agency, have been taken and completed.  Upon the execution and delivery of the Member
Pledge Agreements and upon obtaining the approvals thereof referred to in Schedule
4.3 (which the Borrower agrees to diligently pursue, and to in any event obtain
within 120 days following the Closing Date), the Member Pledge Agreements will
create a valid first priority security interest in the Member Pledged
Collateral and upon delivery of the Member Pledged Collateral to the
Administrative Agent (or its designee) all action necessary to perfect the
security interest so created has been taken and completed.  Upon the execution and delivery of the
Greenspun Pledge Agreement, the Greenspun Pledge Agreement will create a valid
first priority security interest in the Collateral described therein and upon
delivery of the stock certificates evidencing such Collateral to the
Administrative Agent (or its designee), all action necessary to perfect the
security interest so created has been taken and completed.  Upon the execution and delivery of the Deed
of Trust, the Deed of Trust will create a valid Lien in the Collateral
described therein securing the Obligations, other than those arising
under Sections 4.18, 5.11 and 12.22 (subject only to Permitted Encumbrances,
Permitted Rights of Others and matters described in Schedule 4.7 or permitted
in Section 6.8), and all action necessary to perfect the Lien so created, other
than recordation or filing thereof with the appropriate Governmental
Agencies, will have been taken and completed.


 


4.21         Tax Shelter Regulations.  The Borrower does not intend
to treat the Loans or Letters of Credit as being a “reportable transaction”
(within the meaning of Treasury Regulation Section 1.6011-4).  In the event the Borrower determines to take
any action inconsistent with such intention, it will promptly notify the
Administrative Agent thereof. 
Accordingly, if the Borrower so notifies the Administrative Agent, the Borrower
acknowledges that one or more of the Lenders may treat its Loans or its
interest in Swing Line Loans or Letters of Credit as part of a transaction that
is subject to Treasury Regulation Section 301.6112-1, and such Lender or
Lenders, as applicable, will maintain the lists and other records required by
such Treasury Regulation.


 


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ARTICLE 5

AFFIRMATIVE COVENANTS


 


(OTHER THAN INFORMATION AND

REPORTING REQUIREMENTS)


 


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


 


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


 


5.2           Preservation of Existence.  Preserve and maintain their
respective existences in the jurisdiction of their formation and all material
authorizations, rights, franchises, privileges, consents, approvals, orders,
licenses, permits, or registrations from any Governmental Agency that are
necessary for the transaction of their respective business and qualify and
remain qualified to transact business in each jurisdiction in which such
qualification is necessary in view of their respective business or the
ownership or leasing of their respective Properties except where the failure to
so qualify or remain qualified would not constitute a Material Adverse Effect.


 


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


 


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


 


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


 


5.6           Inspection Rights.  Upon reasonable notice, at any
time during regular business hours and as often as reasonably requested (but
not so as to materially interfere with the business of Borrower or any of its
Subsidiaries), but subject to the applicable provisions of Gaming Laws, permit
the


 


52
















 


Administrative
Agent or any Lender, or any authorized employee, agent or representative
thereof, to examine, audit and make copies and abstracts from the records and
books of account of, and to visit and inspect the Properties of, Borrower and
its Subsidiaries and to discuss the affairs, finances and accounts of Borrower
and its Subsidiaries with any of their officers, key employees or accountants.


 


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


 


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


 


5.9           Use of Proceeds.  Use the proceeds of the Loans
(i) to finance the construction and development of the Project in accordance
with the Construction Plans and the Construction Budget, (ii) to refinance
Borrower’s existing approximately $22,000,000 obligations in respect of the
Existing Equipment Facility, (iii) to pay fees and expenses associated the transactions
contemplated herein, (iv) refinance the loans under the Existing Loan
Agreement, and (v) for working capital and general corporate purposes,
including the making of Member Tax Distributions permitted under Section 6.5.


 


5.10         New Subsidiaries.  Cause any Person which
hereafter becomes a Subsidiary of Borrower to execute and deliver to the
Administrative Agent a Subsidiary Guaranty in a form reasonably acceptable to
the Administrative Agent, a security agreement granting a first Lien on
substantially all of its assets (subject only to Permitted Encumbrances) and
other Collateral Documents granting Liens on all of its other Properties, and
(subject to compliance with applicable Gaming Laws) deliver the certificates
evidencing all equity interests in such Subsidiary to the Administrative Agent
in pledge pursuant to a pledge agreement substantially in the form of the
Member Pledge Agreement, and to take such actions as are required by the
Administrative Agent to perfect the Liens of the Administrative Agent pursuant
thereto.


 


5.11         Hazardous Materials Laws.  Keep and maintain all Real
Property and each portion thereof in compliance with all applicable Hazardous
Materials Laws (except for such non-compliance that would not constitute a
Material Adverse Effect or be materially adverse to the interests of the
Lenders) and promptly notify the Administrative Agent in writing (attaching a
copy of any pertinent written material) of (a) any and all material
enforcement, cleanup, removal or other governmental or regulatory actions
instituted, completed or threatened in writing by a Governmental Agency
pursuant to any applicable Hazardous Materials Laws, (b) any and all material
claims made or threatened in writing by any Person against Borrower relating to
damage, contribution, cost recovery, compensation, loss or injury resulting
from any Hazardous Materials and (c) discovery by any Senior Officer of any
material occurrence or condition on any real Property adjoining or in the
vicinity of such Real Property that could reasonably be expected to cause such
Real Property or any part thereof to be subject to any restrictions on the
ownership, occupancy, transferability or use of such Real Property under any
applicable Hazardous Materials Laws.


 


53
















 


ARTICLE 6

NEGATIVE COVENANTS


 


So long as
any Advance remains unpaid, or any other Obligation remains unpaid, or any
portion of either of the Commitments remains in force, Borrower shall not, and
shall not permit any of its Subsidiaries to, unless the Administrative Agent
(with the written approval of the Requisite Lenders or, if required by Section
12.2, of all of the Lenders) otherwise consents:


 


6.1           Payment
of Subordinated Obligations.  Pay any (a) principal (including sinking fund
payments) or any other amount (other than scheduled interest payments)
with respect to any Subordinated Obligation, or purchase or redeem (or offer to
purchase or redeem) any Subordinated Obligation, or deposit any monies,
securities or other Property with any trustee or other Person to provide
assurance that the principal or any portion thereof of any Subordinated
Obligation will be paid when due or otherwise to provide for the defeasance of
any Subordinated Obligation except for Management Fees paid in accordance with
Section 6.16, and (b) interest on any Subordinated Obligation except interest
either (i) consisting of additional units of such Subordinated Obligation paid
in kind with respect thereto, or (ii) paid following the release of the Make
Well Agreement in accordance with its terms and when no Default or Event of
Default exists or would result therefrom and, after giving pro forma effect
thereto as of the last day of the then most recently ended Fiscal Quarter, does
not result in Borrower being in pro forma default of the Fixed Charge Coverage
Ratio covenant set forth in Section 6.11.


 


6.2           Disposition of Property.  Make any Disposition of its
Property, whether now owned or hereafter acquired, except Dispositions of
Property having an aggregate book value or fair market value (whichever is
greater) not in excess of $2,000,000. 
Any Property which is the subject of a Disposition permitted by this
Section shall be released from the Lien of the Collateral Documents upon
request of Borrower.


 


6.3           Mergers.  Merge or consolidate with or into any Person,
except mergers and consolidations of a Subsidiary of Borrower into Borrower or
into another Subsidiary of Borrower.


 


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


 


6.5           Distributions.  Make any Distribution, whether
from capital, income or otherwise, and whether in Cash or other Property,
except:


 


(a)           Distributions by a Subsidiary of Borrower to Borrower;


 


(b)           During each Fiscal Year, quarterly Distributions made to the Members in
an amount equal to the federal and state income tax liability of the Members
for such Fiscal Year arising from the tax attributes of Borrower and its
Subsidiaries (determined as if each Member was subject to the maximum corporate
tax rate applicable to corporations doing business in Nevada), and assuming
that the Members have no offsetting taxable income, losses or other tax
attributes for the Fiscal Year (the “Tax Amount”), provided that in
determining the Tax Amount for any Fiscal Year, any cumulative net loss of
Borrower for tax purposes (which loss has not been previously used to offset
taxable income in accordance with this sentence) shall be deducted from the
gross taxable income of Borrower in determining the Tax Amount; further  provided
that


 


54
















 


after giving
pro forma effect to the making of such Distribution as of the last day of the
then most recent Fiscal Quarter for which a Compliance Certificate is required
to have been delivered pursuant to Section 8.2, Borrower is in pro forma
compliance with all the covenants set forth in this Section 6 and no Default or
Event of Default exists or would result therefrom; and


 


(c)           following the release of the Make-Well Agreement in accordance with its
terms, other Distributions made when no Default or Event of Default exists or
would result therefrom, provided that after giving pro forma effect to
the making of the Distribution as of the last day of the then most recent
Fiscal Quarter for which a Compliance Certificate is required to have been
delivered pursuant to Section 7.2, Borrower is in pro forma compliance with all
the covenants set forth in this Article 6.


 


On or about the
fifth day prior to each date on which estimated federal and state income tax
payments are required to be paid by the Members by applicable laws, Borrower
may make the Distributions permitted by clause (b) of this Section, which
together with prior Distributions for the Fiscal Year on account of the Tax
Amount shall not exceed a reasonable estimate of the Tax Amount, but not to
exceed fifty percent of Borrower’s aggregate taxable income for such Fiscal
Year.  If, at the end of Fiscal Year, the
aggregate estimated quarterly Distributions exceed the actual Tax Amount for
such Fiscal Year, future quarterly tax Distributions shall cease with respect
to the affected Member until the excess amount has been repaid in cash to
Borrower by the affected Member or until it is equal to the amount of any later
distributions to which that Member would otherwise be entitled under this
Section.  Borrower agrees that it will
promptly enforce any provision in its governing instruments requiring such
recontribution.  Borrower further agrees
to provide the Administrative Agent upon request, a certificate of Borrower’s
independent certified public accountants or such other documentation required
by the Administrative Agent to substantiate the appropriateness of any amount
paid or to be paid to the Members pursuant to this Section 6.5.


 


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


 


6.7           Change in Nature of Business.  Make
any material change in the nature of the business of Borrower and its
Subsidiaries, taken as a whole.


 


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


 


(a)           Permitted Encumbrances;


 


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


 


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


 


55
















 


(d)           Liens on Property acquired by Borrower that were in existence at the
time of the acquisition of such Property and were not created in contemplation
of such acquisition and Negative Pledges limited to such Property;


 


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


 


(f)            Liens consisting of, or on assets owned by other Persons which are
leased to any Borrower under, an operating lease excluded from the definition
of Indebtedness and Negative Pledges limited to such assets; and


 


(g)           Liens and Negative Pledges existing on the Closing Date securing
Borrower’s $2,358,250 portion of the obligations with respect to the
$60,000,000 “local improvement district No. T-4” bond (which encumbers the 1311
Green Valley Ranch area generally) which are not delinquent and which are being
contested in good faith, provided that, if delinquent, adequate reserves
have been set aside with respect thereto and, by reason of nonpayment, no
material Property is subject to a material impending risk of loss or
forfeiture.


 


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


 


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


 


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


 


(c)           Indebtedness owed to Borrower by a Subsidiary of Borrower, Indebtedness
owed to a Wholly-Owned Subsidiary of Borrower by Borrower and Guaranty
Obligations with respect thereto;


 


(d)           Indebtedness of Borrower consisting of one or more Swap Agreements; provided,
that the aggregate notional amount of Indebtedness covered by all Secured Swap
Agreements shall not exceed the principal amount of the Commitments;


 


(e)           Indebtedness consisting of Capital Lease Obligations or other
Indebtedness otherwise incurred to finance the purchase or construction of
capital assets (which shall be deemed to exist if the Indebtedness is incurred
at or within 180 days before or after the purchase or construction of the
capital asset, or to refinance any such Indebtedness); provided that (i)
the aggregate principal amount of such Indebtedness outstanding at any time
does not exceed $10,000,000; (ii) upon the incurrence of any such Indebtedness,
any Lien created by the Collateral Documents on such capital assets shall be terminated
and the Administrative Agent shall execute and deliver such releases of such
Lien on such capital assets as Borrower may request; and (iii) Indebtedness
incurred under this Agreement shall not be deemed for purposes of this clause
(f) to have been incurred to finance the purchase or construction of capital
assets or to have refinanced any such Indebtedness;


 


(f)            other Indebtedness incurred following the Completion Date in the
ordinary course of business in an aggregate principal amount not in excess of
$5,000,000, with


 


56
















 


payment,
pricing and other terms no more favorable to Borrower than those applicable to
the Loans;


 


(g)           Subordinated Obligations incurred when no Default or Event of Default
exists or would result therefrom; and


 


(h)           Guaranty Obligations in support of the obligations of a Subsidiary of
Borrower that are not prohibited by the proviso to this Section;


 


provided  that, notwithstanding the foregoing,
Borrower shall not permit any Subsidiary to create, incur, assume or suffer to
exist any Indebtedness or Guaranty Obligation, except (a) any Subsidiary
Guaranty or (b) Indebtedness owed to Borrower or another Subsidiary of
Borrower.


 


6.10         Transactions with Affiliates. 
Enter into any transaction of any kind with any Affiliate of Borrower other
than (a) salary, bonus, employee stock option and other compensation
arrangements and related costs, payroll taxes and other employee benefits with
officers or managers in the ordinary course of business, (b) transactions that
are fully disclosed to the executive committee of Borrower and expressly
authorized by a resolution of the executive committee of Borrower which is
approved by a majority of Borrower’s managers not having an interest in the
transaction, (c) transactions with Members or their Affiliates consisting of
reimbursements of amounts expended by such Member or its Affiliates for the
benefit of Borrower or its Subsidiaries that are expressly permitted by the
Operating Agreement and that are in the ordinary course of business; (d)
transactions expressly permitted by this Agreement, (e) transactions between or
among Borrower and its Wholly-Owned Subsidiaries, and (f) transactions on
overall terms at least as favorable to Borrower or its Subsidiaries as would be
the case in an arm’s-length transaction between unrelated parties of equal
bargaining power.


 


6.11         Fixed Charge Coverage Ratio. 
Permit the Fixed Charge Coverage Ratio, as of the last day of any Fiscal
Quarter, to be less than the ratio set forth below opposite such Fiscal
Quarter:


 


	
  Fiscal Quarter

  	
   

  	
  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fiscal Quarters ending prior to the Completion Date

  	
   

  	
  1.25 to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fiscal Quarters ending after the Completion Date if the Leverage
  Ratio is greater than or equal to 3.00 to 1.00

  	
   

  	
  1.25 to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fiscal Quarters ending after the Completion Date if the Leverage
  Ratio of less than 3.00:1.00 but greater than or equal to 2.00 to 1.00

  	
   

  	
  1.10 to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fiscal Quarters ending after the Completion Date if the Leverage
  Ratio is less than 2.00 to 1.00

  	
   

  	
  1.00 to 1.00

  	
   

  



 


 


6.12         Leverage Ratio.  Permit the Leverage Ratio, as
of the last day of any Fiscal Quarter, to be greater than the ratio set forth
below opposite such Fiscal Quarter:


 


57
















 


	
  Fiscal Quarter

  	
   

  	
  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fiscal Quarters ending December 31, 2003 through March 31, 2005

  	
   

  	
  4.25 to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fiscal Quarters ending June 30, 2005 through September 30, 2005

  	
   

  	
  4.00 to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fiscal Quarters ending December 31, 2005 through September 30, 2006

  	
   

  	
  3.25 to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fiscal Quarter ending December 31, 2006 and thereafter

  	
   

  	
  2.50 to 1.00

  	
   

  



 


6.13         Capital Expenditures.  Make, or become legally
obligated to make, any Capital Expenditure other than:


 


(a)           the Capital Expenditures contemplated by the Construction Budget in an
aggregate amount not to exceed $115,000,000;


 


(b)           other Capital Expenditures in an aggregate amount not to exceed
$10,000,000 during any Fiscal Year; provided, however, the maximum
aggregate permitted Capital Expenditures for each Fiscal Year shall be
increased by an amount, not to exceed $5,000,000, equal to the difference
between the maximum aggregate permitted Capital Expenditures permitted under
this clause (b) for the immediately preceding Fiscal Year and the actual
aggregate Capital Expenditures under this clause (b) for such preceding Fiscal
Year.


 


6.14         Investments.  Make or suffer to exist any
Investment, other than:


 


(a)           Investments in existence on the Closing Date and disclosed on Schedule
6.14;


 


(b)           Investments consisting of Cash and Cash Equivalents;


 


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


 


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


 


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


 


(f)            Investments required by any Gaming Board;


 


(g)           Investments in Wholly-Owned Subsidiaries that do not exceed in the
aggregate $5,000,000 outstanding at any time;


 


(h)           Investments consisting of Guaranty Obligations permitted by Section
6.9; and


 


58
















 


(i)            Investments in the ordinary course of business in joint ventures whose
sole business is the conduct of restaurant operations at the Property subject
to the Deed of Trust.


 


6.15         Acquisitions.  Make any Acquisition.


 


6.16         Management Fees.  Pay Management Fees other
than Management Fees which have accrued and are due and payable pursuant to
the terms of the Operating Agreement (including Management Fees the payment of
which was deferred from prior periods), provided that (a) at the time of
payment of such Management Fees no Default or Event of Default exists or would
result from such payment, and (b) giving effect to the making of such payments
as of the last day of then most recently ended Fiscal Quarter for which a
Compliance Certificate is required to have been delivered in accordance with
Article 8, Borrower is in pro forma compliance with each of the covenants set
forth in Sections 6.11 and 6.12.


 


6.17         Amendments to Constituent Documents. 
Permit the Members to amend or modify the Operating Agreement or the
Articles of Organization of Borrower in a manner that would affect (a) the
amount, timing of payment or calculation of Management Fees payable by
Borrower, or (b) any other provision that may adversely affect the interests of
the Lenders under the Loan Documents.


 


6.18         Prepayments.  Prepay any Indebtedness, or,
subject to the last sentence of this Section, prepay rent under any operating
lease, prior to the date when the same is due and payable, except (a)
prepayments of the Indebtedness under this Agreement as and when permitted
hereby, and (b) other prepayments with respect to Indebtedness in an aggregate
amount not to exceed $5,000,000.  For
purposes of this Section, the exercise by Borrower of a purchase option
contained in an operating lease shall not constitute a prepayment of rent;
provided, however, that the exercise of any such option shall be subject to the
limitations on Capital Expenditures set forth in this Agreement.


 


6.19         Synthetic Leases.  Enter into or assume any
Synthetic Lease.


 


59
















 


ARTICLE 7

CONSTRUCTION PERIOD COVENANTS


 


During the
Construction Period, Borrower shall, unless the Administrative Agent otherwise
consents (in the case of the covenants set forth in Section 7.1 through 7.3
below, with the prior written consent of the Requisite Lenders, and in the case
of each other covenant set forth in this Article 7, following five Business
Days notice to each Lender of any proposed non-compliance without objection by
the Requisite Lenders):


 


7.1           Construction of Project.  Proceed diligently and without
interruption (except as may be caused by events outside the control of
Borrower) to construct and furnish the Project in accordance in all material
respects with the Construction Plans, the Construction Budget and the
Construction Timetable, and in any event cause the Completion Date to occur not
later than March 31, 2005.


 


7.2           Amendments to Plans and Budgets.  Not
make any change to the Construction Plans or Construction Budget which would
(a) increase the Construction Budget to more than $115,000,000  unless
the excess amount is funded in its entirety by Cash Equity Contributions made
subsequent to the Closing Date or (b) would increase the Construction Budget in
any event to more than $130,000,000.


 


7.3           Timetable.  Not make any change to the Construction
Plans, the Construction Budget or the Construction Timetable which would cause
the Completion Date to occur (or be scheduled to occur) after March 31, 2005.


 


7.4           Construction Requirements. 
Construct the Project in a good and workmanlike manner in accordance
with sound building practices and the Construction Plans, and comply in all
material respects with all existing Laws and requirements of all Governmental
Agencies having jurisdiction over the Project and with all future Laws and
requirements that become applicable to the Project prior to the Completion
Date.


 


7.5           Construction Services Group. 
Engage CSG, at the expense of Borrower, to monitor the construction of
the Project and provide CSG with such information and access to the Project and
individuals employed by Borrower, the Architect and the Contractor as it may
reasonably request for that purpose, and pay on a monthly basis the fees and
expenses of CSG in accordance with their engagement.


 


7.6           Notice of Changes.  Promptly provide the
Administrative Agent and CSG with copies of all changes to the Construction
Plans, Construction Budget, Construction Timetable, Construction Contracts and
Architect Contracts.  Nothing in this
Section shall detract from the covenants contained in Section 7.2.


 


7.7           Construction Progress Reports.  Assist and cooperate with CSG
in all respects reasonably requested by CSG in order to permit CSG to provide
such periodic construction progress reports to the Administrative Agent and the
Lenders as may be reasonably requested by the Administrative Agent.


 


7.8           Construction Information.  Promptly provide to the
Administrative Agent and CSG such information and documents respecting the
Project as either may reasonably request from time


 


60
















 


to time, including
detailed identification of each significant subcontractor or supplier to the
Project and the nature and dollar amount of the related subcontract or supply
contract.


 


7.9           Construction, Permits, Licenses and Approvals. 
Properly obtain, comply with and keep in effect all permits, licenses
and approvals which are customarily required to be obtained from Governmental
Agencies in order to construct and occupy the Project as of the then current
stage of construction, and deliver copies of all such permits, licenses and
approvals to the Administrative Agent promptly following a request therefor.


 


7.10         Purchase of Materials.  Not purchase or contract for
any materials, equipment, furnishings, fixtures or articles of personal
property to be placed or installed on or upon the Project under any security
agreement or other agreement where the seller reserves or purports to reserve
title or the right of removal or repossession (except for such reservations as
may arise solely by operation of Law), or the right to consider such materials
personal property after their incorporation in the work of construction unless
the Administrative Agent in each instance has authorized Borrower to do so in
writing.


 


7.11         Purchase of Offsite Materials. 
Promptly notify the Administrative Agent if it purchases (and pays all
or a portion of the purchase price therefor) any construction materials for the
Project that are not located on the Real Property, or will not be delivered
thereto within fifteen days after purchase (describing such construction
materials, the purchase price therefor and the location thereof) and, if
requested by the Administrative Agent, provide to the Administrative Agent the
written acknowledgment of the Person having custody of such construction
materials of the existence of the Lenders’ Lien on such construction materials
and the right of the Administrative Agent to have access to and to remove such
construction materials at reasonable times.


 


7.12         Site Visits.  Permit the Administrative
Agent, or any Lender, at any reasonable time to enter and visit the Real
Property for the purposes of performing an appraisal, observing the work of
construction and examining all materials, plans, specifications, working
drawings and other matters relating to the construction of the Project.


 


7.13         Protection Against Lien Claims. 
Promptly pay when due (subject to applicable retentions) or otherwise
discharge all claims and Liens for labor done and materials and services
furnished in connection with the construction of the Project, except for claims
contested in good faith by appropriate proceedings and without prejudice to the
Construction Timetable, provided that any such claims are covered by such
payment bonds or title insurance policy endorsements as may be requested by the
Administrative Agent.


 


7.14         Completion Certificates.  Upon
completion of the Project, provide the Administrative Agent with a written
certificate executed by the Architect and Contractor certifying that the
Project has been completed in all material respects in accordance with the
Construction Plans and complies in all material respects with all applicable
zoning, building and land use Laws and that the Project is ready to be opened
for business and upon the occurrence of the Completion Date provide the
Administrative Agent with a Certificate executed by a Senior Officer to that
effect.


 


7.15         Completion Survey.  As soon as practicable after
completion of the Project, provide the Administrative Agent with an ALTA survey
of the Real Property that (a) sets forth all easements and licenses burdening
the Real Property which are of record or visible from an inspection thereof,
and (b) reflects no encroachments onto the Real Property and no encroachments
by the Project onto adjoining real property.


 


61
















 


ARTICLE 8

INFORMATION AND REPORTING REQUIREMENTS


 


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


 


(a)           As soon as practicable, and in any event by the 20th day of the next
following month, all information requested by CSG for the preparation of its
construction progress report as of the last day of the preceding calendar month
during the Construction Period in a form reasonably acceptable to the
Administrative Agent, which report shall compare the status of construction and
amounts expended to the Construction Timetable and the Construction Budget;


 


(b)           As soon as practicable, and in any event by the 30th day of the next
following month, financial statements of Borrower for the preceding calendar
month (commencing with the first full calendar month after the Completion Date)
in a form reasonably acceptable to the Administrative Agent, together with a
written narrative statement discussing any significant trends reflected therein
signed by a Senior Officer;


 


(c)           As soon as practicable, and in any event within 45 days after the end
of each Fiscal Quarter (other than the fourth Fiscal Quarter in any
Fiscal Year), (i) the consolidated balance sheet of Borrower and its
Subsidiaries as at the end of such Fiscal Quarter and the consolidated
statement of operations for such Fiscal Quarter, and its statement of cash
flows for the portion of the Fiscal Year ended with such Fiscal Quarter and
(ii) if applicable and if requested by the Administrative Agent, the
consolidating balance sheets and statements of operations as at and for the
portion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable
detail.  Such financial statements shall
be certified by a Senior Officer as fairly presenting the financial condition,
results of operations and cash flows of Borrower and its Subsidiaries in
accordance with GAAP (other than footnote disclosures), consistently
applied, as at such date and for such periods, subject only to normal year-end
accruals and audit adjustments;


 


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


 


(e)           As soon as practicable, and in any event within 120 days after the end
of each Fiscal Year, (i) the consolidated balance sheet of Borrower and its
Subsidiaries as at the end of such Fiscal Year and the consolidated statements
of operations, members’ equity and cash flows, in each case of Borrower and its
Subsidiaries for such Fiscal Year and (ii) if applicable and if requested by
the Administrative Agent, consolidating balance sheets and statements of
operations, in each case as at the end of and for the Fiscal Year, all in reasonable
detail.  Such


 


62
















 


financial
statements shall be prepared in accordance with GAAP, consistently applied, and
such consolidated balance sheet and consolidated statements shall be
accompanied by a report of independent public accountants of recognized
standing selected by Borrower and reasonably satisfactory to the Requisite
Lenders, which report shall be prepared in accordance with generally accepted
auditing standards as at such date, and shall not be subject to any
qualifications or exceptions as to the scope of the audit nor to any other
qualification or exception determined by the Requisite Lenders in their good
faith business judgment to be adverse to the interests of the Lenders.  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 Borrower’s financial calculations as at the end of
such Fiscal Year (which shall accompany such certificate) under Sections 6.11
and 6.12, have read such Sections (including the definitions of all
defined terms used therein) and that nothing has come to the attention of such
accountants in the course of such examination that would cause them to believe
that the same were not calculated by Borrower in the manner prescribed by this
Agreement;


 


(f)            As soon as practicable, and in any event within 45 days after the
commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for
that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including
for the first such Fiscal Year, projected consolidated and consolidating
balance sheets, statements of operations and statements of cash flow and, for
the second and third such Fiscal Years, projected consolidated and
consolidating condensed balance sheets and statements of operations and cash
flows, of Borrower and its Subsidiaries, all in reasonable detail;


 


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


 


(h)           Promptly after the same are available, copies of each annual report,
proxy or financial statement or other report or communication sent to the
stockholders of Station, and copies of all annual, regular, periodic and
special reports and registration statements which Station may file or be
required to file with the Securities and Exchange Commission under Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise
required to be delivered to the Lenders pursuant to other provisions of this
Section 10.1;


 


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


 


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


 


(k)           Promptly upon a Senior Officer becoming aware, and in any event within
ten Business Days after becoming aware, of the occurrence of any (i)
“reportable event” (as such term is defined in Section 4043 of ERISA) or (ii)
“prohibited transaction” (as such term is defined


 


63
















 


in Section
406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan
or any trust created thereunder, telephonic notice specifying the nature
thereof, and, no more than five Business Days after such telephonic notice,
written notice again specifying the nature thereof and specifying what action
Borrower is taking or proposes to take with respect thereto, and, when known,
any action taken by the Internal Revenue Service with respect thereto;


 


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


 


(m)          Promptly upon a Senior Officer becoming aware that (i) any Person has
commenced a legal proceeding with respect to a claim against Borrower that is $2,000,000
or more in excess of the amount thereof that is fully covered by insurance,
(ii) any creditor under a credit agreement involving Indebtedness of $2,000,000
or more or any lessor under a lease involving aggregate rent of $2,000,000 or
more has asserted a default thereunder on the part of Borrower, (iii) any
Person has commenced a legal proceeding with respect to a claim against
Borrower under a contract that is not a credit agreement or material lease in
excess of $2,000,000 or which otherwise may reasonably be expected to result in
a Material Adverse Effect, (iv) any labor union has notified Borrower of its
intent to strike such Borrower on a date certain and such strike would involve
more than 100 employees of Borrower or (v) any Gaming Board has indicated its
intent to consider or act upon a License Revocation or a fine or penalty of
$1,000,000 or more with respect to Borrower, a written notice describing the
pertinent facts relating thereto and what action Borrower is taking or proposes
to take with respect thereto;


 


(n)           At such times when the Greenspun Pledge Agreement is in effect, not
later than the tenth day of each calendar month, a certificate setting forth
the Marked to Market Value (as defined in the Greenspun Pledge Agreement) of
the pledged collateral thereunder as of the last market day of the immediately
preceding calendar month; and


 


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


 


8.2           Compliance
Certificates.  So
long as any Advance remains unpaid, or any other Obligation remains unpaid or
unperformed, or any portion of either of the Commitments remains outstanding,
Borrower shall, at Borrower’s sole expense, deliver to the Administrative Agent
for distribution by it to the Lenders concurrently with the financial
statements required pursuant to Sections 8.1(c) and 8.1(e), Compliance
Certificates signed by a Senior Officer.


 


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ARTICLE 9

CONDITIONS


 


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


 


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


 


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


 


(2)           Revolving Notes and Term Notes executed by Borrower in favor of each
Revolving Lender and Term Lender, respectively, each in a principal amount
equal to that Lender’s Pro Rata Share of the relevant Commitments;


 


(3)           the Security Agreement executed by Borrower and each Subsidiary of Borrower
(if any are in existence on the Closing Date);


 


(4)           authorization to file such financing statements on Form UCC-1 with
respect to the Security Agreement as the Administrative Agent may request;


 


(5)           Member Pledge Agreements executed by each of the Members, and, if
applicable, the certificates or other evidence of ownership of the Member
Pledged Collateral accompanied by appropriate transfer documents endorsed in
blank;


 


(6)           such financing statements on Form UCC-1 executed by each of the Members
with respect to the Member Pledge Agreements as the Administrative Agent may
request;


 


(7)           the Completion Guaranty executed by the Members and Station;


 


(8)           the Make-Well Agreement executed by the Members and Station;


 


(9)           the Greenspun Pledge Agreement executed by GCR Gaming Guarantor, LLC,
and the certificates representing the Collateral pledged thereunder,
accompanied by appropriate transfer documents endorsed in blank;


 


(10)         the Deed of Trust executed by Borrower;


 


(11)         with respect to Borrower and each Subsidiary of Borrower (if any are in
existence on the Closing Date), such documentation as the Administrative Agent
may require to establish the due organization, valid existence and good
standing of Borrower and each such


 


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Subsidiary,
its qualification to engage in business in each material jurisdiction in which
it is engaged in business or required to be so qualified, its authority to
execute, deliver and perform any Loan Documents to which it is a Party, the
identity, authority and capacity of each Responsible Official thereof
authorized to act on its behalf, including (if applicable) certified
copies of articles of incorporation or organization and amendments thereto,
bylaws or operating agreements and amendments thereto, certificates of good
standing and/or qualification to engage in business, tax clearance
certificates, certificates of corporate or other organizational resolutions,
incumbency certificates, Certificates of Responsible Officials, and the like;


 


(12)         the Opinions of Counsel;


 


(13)         assurances from the Title Company that it is prepared to increase the
amount of the coverage under the Title Policy to the amount of the Commitments
and to issue a CLTA Form 110.5 Indorsement to the Title Policy insuring the
Lien of the Deed of Trust, subject only to such exceptions as are reasonably
acceptable to the Administrative Agent;


 


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


 


(15)         a Certificate of a Senior Officer attaching the Construction Plans, the
Construction Budget and the Construction Timetable, each of which shall be
consistent in all material respects with the representations respecting them
previously made to the Administrative Agent and the Lenders;


 


(16)         a letter from CSG stating that it has reviewed the Construction Plans,
the Construction Budget and the Construction Timetable and believes them to be
reasonable and feasible;


 


(17)         a Certificate of a Senior Officer attaching a copy of the Architect
Contracts;


 


(18)         the Architect’s Certificate and Consent executed by the Architect;


 


(19)         a Certificate of a Senior Officer attaching a copy of the Construction
Contract;


 


(20)         the Contractor’s Certificate and Consent executed by the Contractor;


 


(21)         the Member Subordination Agreement executed by each of the Members;


 


(22)         a Certificate of a senior officer of Station certifying that the
execution, delivery and performance of the Completion Guaranty and the
Make-Well Agreement by Station and its Subsidiaries which are a party thereto
will not violate any indenture, credit agreement or other material agreement of
Station or its Subsidiaries or by which their Properties are bound or affected;


 


(23)         a Certificate of a Senior Officer setting forth all permits which it
holds from Governmental Agencies with respect to construction of the Project,
together with a letter


 


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from CSG
stating that such permits are those customarily obtained at the then current
stage of construction for a like project and that, in its opinion, the
remaining permits should be obtained in due course without adversely affecting
the Construction Timetable;


 


(24)         a Certificate signed by a Senior Officer certifying that the conditions
specified in Sections 9.1(e) and 9.1(f) have been satisfied; and


 


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


 


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


 


(c)           The reasonable costs and expenses of the Administrative Agent in
connection with the preparation of the Loan Documents payable pursuant to
Section 12.3, and invoiced to Borrower prior to the Closing Date, shall have
been paid.


 


(d)           The Administrative Agent shall be satisfied that the Collateral
Documents create a first priority Lien in the Collateral (subject only to
Permitted Encumbrances and such other exceptions as may be acceptable to the
Lenders).


 


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


 


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


 


(g)           The Administrative Agent shall have received such assurances as to
title and land use matters as it shall require.


 


(h)           The Administrative Agent shall have received evidence, in form and
substance satisfactory to the Administrative Agent, that the Existing Equipment
Facility will be concurrently terminated, that all Liens securing any part of
the Existing Equipment Facility will be concurrently, terminated.


 


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


 


9.2           Any Advance.  The obligation of each Lender
to make any Advance (and the obligation of the Issuing Lender to issue any
Letter of Credit) is (except as provided in Sections 2.4 and 2.10) subject to
the following conditions precedent (unless the Requisite Lenders, in their sole
and absolute discretion, shall agree otherwise):


 


(a)           except (i) for representations and warranties which expressly speak as
of a particular date or are no longer true and correct as a result of a change
which is permitted by this Agreement or (ii) as disclosed by Borrower and
approved in writing by the Requisite Lenders, the representations and
warranties contained in Article 4 (other than Sections 4.4, 4.6 (first
and second sentence), 4.8, 4.10, 4.17 and 4.18) shall be true and correct on
and as of the date of the Advance as though made on that date;


 


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(b)           other than matters
described in Schedule 4.10 or not required as of the Closing Date to be therein
described, or disclosed by Borrower and approved in writing by the Requisite
Lenders, there shall not be any action, suit, proceeding or investigation
pending as to which Borrower or any of its Subsidiaries has been served or
received notice of or, to the best knowledge of Borrower, threatened against or
affecting Borrower or any of its Subsidiaries or any Property of any of them
before any Governmental Agency that constitutes a Material Adverse Effect;


 


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


 


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


 


9.3           Any Letter of
Credit.  The
obligation of the Issuing Lender to issue any Letter of Credit, and the
obligation of the other Lenders to participate therein, are subject to the
conditions precedent that (a) the conditions set forth in Section 9.2 have been
satisfied and (b) Borrower shall have certified that, giving effect to the
issuance of the requested Letter of Credit, the Letter of Credit Usage shall
not exceed any limitations set forth in this Agreement.


 


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ARTICLE 10

DEFAULT AND REMEDIES UPON EVENT OF DEFAULT


 


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


 


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


 


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


 


(c)           Borrower fails to comply with any of the covenants contained in Article
6 (other than Section 6.17); or


 


(d)           Borrower fails to comply with Section 8.1(l) in any respect that is
materially adverse to the interests of the Lenders; or


 


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


 


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


 


(g)           Borrower or any of its Subsidiaries (i) fails to pay the principal, or
any principal installment, of any present or future Indebtedness of $5,000,000
or more, or any guaranty of present or future Indebtedness or under any Swap
Agreement, in each case of $5,000,000 or more, on its part to be paid, when due
(or within any stated grace period), whether at the stated maturity, upon
acceleration, by reason of required prepayment or otherwise or (ii) fails to
perform or observe any other term, covenant or agreement on its part to be
performed or observed, or suffers any event of default to occur, in connection
with any present or future Indebtedness of $5,000,000 or more, or of any
guaranty of present or future Indebtedness of $5,000,000 or more, if as a
result of such failure or sufferance any holder or holders thereof (or an agent
or trustee on its or their behalf) has the right to declare such Indebtedness
due before the date on which it otherwise would become due or the right to
require Borrower or any of its Subsidiaries to redeem or purchase, or offer to
redeem or purchase, all or any portion of such Indebtedness (provided,
that for the purpose of this clause (g), the amount of a Swap Agreement shall
be the amount which is then payable by the counterparty to close out the Swap
Agreement); or


 


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


 


(i)            Any Loan Document (other than a Secured Swap Agreement), at any
time after its execution and delivery and for any reason, other than the
agreement or action (or omission to act) of the Administrative Agent or the
Lenders or satisfaction in full of all the payment Obligations, or the
termination thereof pursuant to its express terms, ceases to be in full force
and effect or is declared by a court of competent jurisdiction to be null and
void, invalid or unenforceable in any respect which is materially adverse to
the interests of the Lenders; or any Collateral Document ceases (other than
by action or inaction of the Administrative Agent or any Lender) to create a
valid and effective Lien in any material Collateral covered thereby; or any
Party thereto denies in writing that it has any or further liability or
obligation under any (other than a Secured Swap Agreement) Loan
Document, or purports to revoke, terminate or rescind same; or


 


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


 


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


 


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


 


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


 


(n)           Any Pension Plan maintained by Borrower or any of its ERISA Affiliates
is determined to have a material “accumulated funding deficiency” as that term
is defined in Section 302 of ERISA in excess of an amount equal to 5% of the
consolidated total assets of Borrower and its Subsidiaries as of the
most-recently ended Fiscal Quarter; or


 


70
















 


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


 


(p)           The failure of the Completion Date to occur prior to March 31, 2005; or


 


(q)           When the Make-Well Agreement is in effect, both (I) Station (i) fails
to pay the principal, or any principal installment, of any present or future
Indebtedness of $10,000,000 or more, or any guaranty of present or future
Indebtedness or under any Swap Agreement, in each case of $10,000,000 or more, on
its part to be paid, when due (or within any stated grace period), whether at
the stated maturity, upon acceleration, by reason of required prepayment or
otherwise or (ii) fails to perform or observe any other term, covenant or
agreement on its part to be performed or observed, or suffers any event of
default to occur, in connection with any present or future Indebtedness of
$10,000,000 or more, or of any guaranty of present or future Indebtedness of
$10,000,000 or more, if as a result of such failure or sufferance any holder or
holders thereof (or an agent or trustee on its or their behalf) has the right
to declare such Indebtedness due before the date on which it otherwise would
become due or the right to require Station to redeem or purchase, or offer to
redeem or purchase, all or any portion of such Indebtedness (provided,
that for the purpose of this clause (q), the amount of a Swap Agreement shall
be the amount which is then payable by the counterparty to close out the Swap
Agreement), and (II) any one or more of Station, any Subsidiary thereof, GCR
Gaming Guarantor, LLC, or the members of Borrower shall collectively fail to
maintain in the manner contemplated by the Greenspun Pledge Agreement as
security for the Obligations either (i) cash in the amount of $21,400,000 (or
such lesser amount of the Target Required Value (as defined in the Greenspun
Pledge Agreement)), or (ii) a combination of cash and securities of the nature
of the Pledged Collateral described in the Greenspun Pledge Agreement (in the case
of the securities) having a Total Marked to Market Value (as defined in the
Greenspun Pledge Agreement) greater than or equal to the Total Marked to Market
Value of the Pledged Collateral then required to be pledged under the Greenspun
Pledge Agreement (and in addition thereto), within twenty days after the date
of the occurrence of the event described in clause (I) above; or


 


(r)            When the Make-Well Agreement is in effect both (I) Station or GCR
Gaming Guarantor, LLC institutes or consents to the institution of any
proceeding under a Debtor Relief Law relating to it or to all or any material
part of its Property, or is unable or admits in writing its inability to pay
its debts as they mature, or makes an assignment for the benefit of creditors;
or applies for or consents to the appointment of any receiver, trustee,
custodian, conservator, liquidator, rehabilitator or similar officer for it or
for all or any material part of its Property; or any receiver, trustee,
custodian, conservator, liquidator, rehabilitator or similar officer is
appointed without the application or consent of Station or GCR Gaming
Guarantor, LLC and the appointment continues undischarged or unstayed for sixty
calendar days; or any proceeding under a Debtor Relief Law relating to any Station,
GCR Gaming Guarantor, LLC or to all or any part of their respective Property is
instituted without the consent of Station and continues undismissed or unstayed
for sixty calendar days, and (II) any one or more of Station, any Subsidiary
thereof, GCR Gaming Guarantor, LLC, or the members of Borrower shall
collectively fail to maintain in the manner contemplated by the Greenspun
Pledge Agreement as security for the Obligations either (i) cash in the amount
of $21,400,000 (or such lesser amount of the Target Required Value (as defined
in the Greenspun Pledge Agreement)), or (ii) a combination of cash and
securities of the nature of the Pledged Collateral described in the Greenspun
Pledge Agreement having (in the case of the securities) a Total Marked to
Market Value (as defined in the Greenspun Pledge Agreement) greater than or
equal to the Total Marked to Market Value of the Pledged Collateral then
required to be pledged under the Greenspun


 


71
















 


Pledge Agreement
(and in addition thereto), within twenty days after the date of the occurrence
of the event described in clause (I) above; or


 


(s)           the occurrence of any Change in Control.


 


10.2         Remedies Upon Event of Default. 
Without limiting any other rights or remedies of the Administrative
Agent or the Lenders provided for elsewhere in this Agreement, or the other
Loan Documents, or by applicable Law, or in equity, or otherwise, subject to
applicable Gaming Laws:


 


(a)           Upon the occurrence, and during the continuance, of any Event of
Default other than an Event of Default described in Section 10.1(k) as
to the Borrower:


 


(1)           the Commitments to make Advances and all other obligations of the
Administrative Agent or the Lenders and all rights of Borrower and any other
Parties under the Loan Documents shall be suspended without notice to or demand
upon Borrower, which are expressly waived by Borrower, except that all
of the Lenders or the Requisite Lenders (as the case may be, in accordance with
Section 12.2) may waive an Event of Default or, without waiving, determine,
upon terms and conditions satisfactory to the Lenders or Requisite Lenders, as
the case may be, to reinstate the Commitments and such other obligations and
rights and make further Advances, which waiver or determination shall apply
equally to, and shall be binding upon, all the Lenders;


 


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


 


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


 


(b)           Upon the occurrence of any Event of Default described in Section
10.1(k) as to the Borrower:


 


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


 


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


 


72
















 


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


 


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


 


(d)           In addition to any other rights and remedies, if an Event of Default
occurs prior to the Completion Date, the Administrative Agent and the Lenders
shall have the right to (i) obtain the appointment of a receiver to take
possession of the Property subject to the Deed of Trust (and Borrower agrees
not to contest the appointment of such receiver except in good faith)
and (ii) take such steps as the Administrative Agent and the Lenders reasonably
deem necessary or appropriate to complete construction of the Project, including
making any changes to the Construction Plans, Construction Budget or Construction
Timetable and/or terminating or amending any of the Architect Contracts,
Construction Contracts or any other contract or arrangement related to the
Project; provided, however, that the Administrative Agent shall be
responsible for any breach of contract resulting from any such change,
termination or amendment.  Any such
action shall not be construed as an assumption of responsibility by the
Administrative Agent or the Lenders to complete the Project, and such steps may
be discontinued at any time.  Any such
action shall not be construed to make the Administrative Agent or the Lenders a
partner or joint venturer with Borrower. 
All amounts expended by the Administrative Agent and the Lenders for the
completion of the Project shall be deemed additional Advances and shall be
secured by the Collateral Documents.


 


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


 


73
















 


rights or
remedies of the Lenders hereunder or thereunder or at Law or in equity for the
collection or recovery of all unpaid payment Obligations.


 


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ARTICLE 11

ADMINISTRATIVE AGENT


 


11.1         Appointment and Authorization of Administrative Agent.


 


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


 


(b)           The Issuing Lender shall act on behalf of the Lenders with respect to
any Letters of Credit issued by it and the documents associated therewith, and
the Issuing Lender shall have all of the benefits and immunities (i) provided
to the Administrative Agent in this Article 11 with respect to any acts taken
or omissions suffered by the Issuing Lender in connection with Letters of
Credit issued by it or proposed to be issued by it and the applications and
agreements for letters of credit pertaining to such Letters of Credit as fully
as if the term “Administrative Agent” as used in this Article 10 and in the
definition of “Agent-Related Person” included the Issuing Lender with respect
to such acts or omissions, and (ii) as additionally provided herein with
respect to the Issuing Lender.


 


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


 


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


 


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thereunder.  No Agent-Related Person shall be under any
obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Party or any Affiliate thereof.


 


11.4         Reliance by Administrative Agent.


 


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


 


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


 


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


 


11.6         Credit Decision; Disclosure of Information by Administrative
Agent.  Each Lender acknowledges that no
Agent-Related Person has made any representation or warranty to it, and that no
act by the Administrative Agent hereafter taken, including any consent to and
acceptance of any assignment or review of the affairs of any Party or any
Affiliate thereof, shall be deemed to constitute any representation or warranty
by any Agent-Related Person to any Lender as to any matter, including whether
Agent-Related Persons have disclosed material information in their
possession.  Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own


 


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


 


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


 


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


 


11.9         Successor Administrative Agent.  The
Administrative Agent may resign as Administrative Agent upon 30 days’ notice to
the Lenders; provided that any such resignation by Bank of America shall also
constitute its resignation as Issuing Lender and Swing Line Lender.  If the Administrative Agent resigns under
this Agreement, the Requisite Lenders shall appoint from among the


 


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Lenders a
successor administrative agent for the Lenders, which successor administrative
agent shall be consented to by the Borrower at all times other than during the
existence of an Event of Default (which consent of the Borrower shall not be
unreasonably withheld or delayed).  If no
successor administrative agent is appointed prior to the effective date of the
resignation of the Administrative Agent, the Administrative Agent may appoint,
after consulting with the Lenders and the Borrower, a successor administrative
agent from among the Lenders.  Upon the
acceptance of its appointment as successor administrative agent hereunder, the
Person acting as such successor administrative agent shall succeed to all the
rights, powers and duties of the retiring Administrative Agent, Issuing Lender
and Swing Line Lender and the respective terms “Administrative Agent,” “L/C
Issue” and “Swing Line Lender” shall mean such successor administrative agent,
Letter of Credit issuer and swing line Lender, and the retiring Administrative
Agent’s appointment, powers and duties as Administrative Agent shall be
terminated and the retiring Issuing Lender’s and Swing Line Lender’s rights,
powers and duties as such shall be terminated, without any other or further act
or deed on the part of such retiring Issuing Lender or Swing Line Lender or any
other Lender, other than the obligation of the successor Issuing Lender to
issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or to make other arrangements
satisfactory to the retiring Issuing Lender to effectively assume the
obligations of the retiring Issuing Lender with respect to such Letters of
Credit.  After any retiring
Administrative Agent’s resignation hereunder as Administrative Agent, the
provisions of this Article 10 and Sections 11.3 and 11.11 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. 
If no successor administrative agent has accepted appointment as
Administrative Agent by the date which is 30 days following a retiring
Administrative Agent’s notice of resignation, the retiring Administrative
Agent’s resignation shall nevertheless thereupon become effective and the
Lenders shall perform all of the duties of the Administrative Agent hereunder
until such time, if any, as the Requisite Lenders appoint a successor agent as
provided for above.


 


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


 


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


 


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


 


and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender to make
such payments to the Administrative Agent and, in the event that the
Administrative Agent shall consent to the making of such payments directly to
the Lenders, to pay to the Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of the Administrative Agent
and its agents and counsel, and any other amounts due the Administrative Agent
under Article 3 and Section 11.3. 
Nothing


 


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contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent
to or accept or adopt on behalf of any Lender any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights
of any Lender or to authorize the Administrative Agent to vote in respect of
the claim of any Lender in any such proceeding.


 


11.11       Other Agents; Arrangers and Managers.  None
of the Lenders or other Persons identified on the facing page or signature pages
of this Agreement as a “syndication agent,” “documentation agent,” “co-agent,”
“book manager,” “lead manager,” “arranger,” “lead arranger” or “co-arranger”
shall have any right, power, obligation, liability, responsibility or duty
under this Agreement other than, in the case of such Lenders, those applicable
to all Lenders as such.  Without limiting
the foregoing, none of the Lenders or other Persons so identified shall have or
be deemed to have any fiduciary relationship with any Lender.  Each Lender acknowledges that it has not
relied, and will not rely, on any of the Lenders or other Persons so identified
in deciding to enter into this Agreement or in taking or not taking action
hereunder.


 


11.12       Proportionate Interest in any Collateral.  The
Administrative Agent, on behalf of all the Lenders, shall hold in accordance
with the Loan Documents all items of any collateral or interests therein
received or held by the Administrative Agent. 
Subject to the Administrative Agent’s and the Lenders’ rights to reimbursement
for their costs and expenses hereunder (including reasonable attorneys’ fees
and disbursements and other professional services and the reasonably allocated
costs of attorneys employed by the Administrative Agent or a Lender) and
subject to the application of payments in accordance with Section 10.2(d), each
Lender shall have an interest in the Lenders’ interest in the Collateral or
interests therein in the same proportions that the aggregate Obligations owed
such Lender under the Loan Documents bear to the aggregate Obligations owed
under the Loan Documents to all the Lenders, without priority or preference
among the Lenders, except that Obligations owed to any Lender (or Affiliate of
a Lender) under a Secured Swap Agreement shall be secured on a pari passu
basis with all other Obligations up to an amount equal to the Administrative
Agent’s then customary credit risk factor for Swap Agreements times the
notional amount of Indebtedness covered by such Secured Swap Agreement and
shall be secured on a subordinate basis as to amounts in excess of such amount.


 


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


 


11.14       Subordination, Non-Disturbance and Attornment Agreements.  The
Administrative Agent is hereby authorized (but shall not be obligated to), to
execute and deliver Subordination, Non-Disturbance and Attornment Agreements
substantially in the form of Exhibit G hereto with Borrower, any relevant
Subsidiaries thereof and their commercial tenants without prior notice to or
consent by the Lenders, and may following not less than two Business Day’s
notice to each Lender with a copy of the proposed agreement (unless the
Requisite Lenders object thereto during such period), enter into Subordination,
Non-Disturbance and Attornment Agreements and other related agreements which
are in a form acceptable to the Administrative Agent.


 


11.15       No Obligations of Borrower. 
Nothing contained in this Article 11 shall be deemed to impose upon
Borrower any obligation in respect of the due and punctual performance by the
Administrative Agent of its obligations to the Lenders under any provision of
this Agreement, and Borrower shall have no liability to the Administrative
Agent or any of the Lenders in respect of any


 


79
















 


failure by the
Administrative Agent or any Lender to perform any of its obligations to the
Administrative Agent or the Lenders under this Agreement.  Without limiting the generality of the
foregoing, where any provision of this Agreement relating to the payment of any
amounts due and owing under the Loan Documents provides that such payments
shall be made by Borrower to the Administrative Agent for the account of the
Lenders, Borrower’s obligations to the Lenders in respect of such payments
shall be deemed to be satisfied upon the making of such payments to the
Administrative Agent in the manner provided by this Agreement.


 


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ARTICLE 12

MISCELLANEOUS


 


12.1         Cumulative Remedies; No Waiver.  The
rights, powers, privileges and remedies of the Administrative Agent and the
Lenders provided herein or in any Note or other Loan Document are cumulative
and not exclusive of any right, power, privilege or remedy provided by Law or
equity.  No failure or delay on the part
of the Administrative Agent or any Lender in exercising any right, power,
privilege or remedy may be, or may be deemed to be, a waiver thereof; nor may
any single or partial exercise of any right, power, privilege or remedy
preclude any other or further exercise of the same or any other right, power,
privilege or remedy.  The terms and
conditions of Article 9 hereof are inserted for the sole benefit of the Administrative
Agent and the Lenders; the same may be waived as provided in Section 12.2 in
whole or in part, with or without terms or conditions, in respect of any Loan
without prejudicing the Administrative Agent’s or the Lenders’ rights to assert
them in whole or in part in respect of any other Loan.


 


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


 


(a)           To (i) change the principal of, or the amount of principal of, or the
amount of principal prepayments of, any Note without the consent of the holder
thereof, or to forgive or reduce the amount of any reimbursement payments due
with respect to any Letter of Credit without the approval of the Issuing Lender
and each Revolving Lender, (ii) decrease the rate of interest payable on any
Note without the consent of the holder thereof, (iii) increase the amount or
percentage of the Pro Rata Share of any Lender or decrease the amount of any
commitment fee payable to any Lender, in each case without the consent of that
Lender, or (iv) decrease the amount of any other fee or amount payable to any
Lender under the Loan Documents without the consent of that Lender, or (v)
waive an Event of Default consisting of the failure of Borrower to pay when due
any principal, interest or any commitment fee hereunder;


 


(b)           To postpone any date fixed for any payment of principal of, prepayment
of principal of or any installment of interest on, any Note (including
the Swing Line Note), any amount payable to reimburse any drawing under any
Letter of Credit or any installment of any commitment fee, or to extend the
term of either of the Commitments without the consent of the Lenders having a
Pro Rata Share of the relevant Commitment.


 


(c)           To release or amend the Completion Guaranty, the Make-Well Agreement,
the Greenspun Pledge Agreement (in each case except in accordance with their
respective terms), any Subsidiary Guaranty, or any material portion of the
Collateral, or amend any provision of the Loan Agreement, the amendment of
which would have the effect of deferring or reducing any payment which would
otherwise become due under the Make-Well Agreement, except as expressly
provided for in any Loan Document (provided that the Administrative
Agent is authorized to release the Lien created by the Collateral Documents on


 


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(i) assets
secured by Indebtedness permitted by Section 6.9(f), (ii) assets which are the
subject of a Disposition permitted by Section 6.2, and (iii) assets the sale,
transfer or other disposition of which is not a Disposition, and shall do so
upon request of Borrower subject to such reasonable and customary requirements
as the Administrative Agent may specify);


 


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


 


(e)           To amend or waive this Section 12.2, or Sections 6.4, 11.9 or 12.10; or


 


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


 


Any amendment,
modification, supplement, termination, waiver or consent pursuant to this
Section 12.2 shall apply equally to, and shall be binding upon, all the Lenders
and the Administrative Agent. Notwithstanding anything to the contrary herein,
no Defaulting Lender shall have any right to approve or disapprove any
amendment, waiver or consent hereunder, except that the Pro Rata Share of the
Commitments of such Lender may not be increased or extended without the consent
of such Lender.


 


12.3         Attorney Costs, Expenses and Taxes.


 


(a)           Borrower agrees (i) to pay or reimburse the Administrative Agent for
all costs and expenses incurred in connection with the development,
preparation, negotiation and execution of this Agreement and the other Loan
Documents and any amendment, waiver, consent or other modification of the
provisions hereof and thereof (whether or not the transactions contemplated
hereby or thereby are consummated), and the consummation and administration of
the transactions contemplated hereby and thereby, including all reasonable
Attorney Costs, and (ii) to pay or reimburse the Administrative Agent and each
Lender for all costs and expenses incurred in connection with the enforcement,
attempted enforcement, or preservation of any rights or remedies under this
Agreement or the other Loan Documents (including all such costs and expenses
incurred during any “workout” or restructuring in respect of the Obligations
and during any legal proceeding, including any proceeding under any Debtor
Relief Law), including all Attorney Costs. 
The foregoing costs and expenses shall include all search, filing,
recording, title insurance and appraisal charges and fees and taxes related
thereto, and other out-of-pocket expenses incurred by the Administrative Agent
and the cost of independent public accountants and other outside experts
retained by the Administrative Agent or any Lenders.  All amounts due under this Section 12.3 shall
be payable within 5 Business Days after demand therefor.  The agreements in this Section shall survive
the termination of the Commitments and repayment of all other Obligations.


 


(b)           Borrower shall pay any and all documentary and other taxes, excluding
(1) taxes imposed on or measured in whole or in part by overall net income,
gross income or gross receipts and franchise taxes imposed on any Lender by (A)
any jurisdiction (or political subdivision thereof) in which it is organized or
maintains its principal office or LIBOR Lending Office or (B) any jurisdiction
(or political subdivision thereof) in which it is “doing business”, (2) any
withholding taxes or other taxes based on gross income imposed by the United
States of America that are not attributable to any change in any Law or the
interpretation or administration of any Law by any Governmental Agency and (3)
any withholding tax or other taxes based on gross income imposed by the United
States of America for any period with respect to which it has


 


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failed to
provide Borrower with the appropriate form or forms required by Section 12.21,
to the extent such forms are then required by applicable Laws, and all costs,
expenses, fees and charges payable or determined to be payable in connection
with the filing or recording of this Agreement, any other Loan Document or any
other instrument or writing to be delivered hereunder or thereunder, or in
connection with any transaction pursuant hereto or thereto, and shall
reimburse, hold harmless and indemnify on the terms set forth in Section 12.11
the Lenders from and against any and all loss, liability or legal or other
expense with respect to or resulting from any delay in paying or failure to pay
any such tax, cost, expense, fee or charge or that any of them may suffer or
incur by reason of the failure of any Party to perform any of its Obligations.  Any amount payable to the Administrative
Agent or any Lender under this Section shall bear interest from the second
Business Day following the date of demand for payment at the Default Rate.


 


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


 


12.5         Survival of Representations and Warranties.  All
representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith
or therewith shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been
or will be relied upon by the Administrative Agent and each Lender, regardless
of any investigation made by the Administrative Agent or any Lender or on their
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default at the time of any Letter of Credit, and
shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.


 


12.6         Notices.


 


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


 


(1)           if to the Borrower, the Administrative Agent, the Issuing Lender or the
Swing Line Lender, to the address, facsimile number, electronic mail address or
telephone


 


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number
specified for such Person on Schedule 12.6 or to such other address, facsimile
number, electronic mail address or telephone number as shall be designated by
such party in a notice to the other parties; and


 


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


 


All such notices
and other communications shall be deemed to be given or made upon the earlier
to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if
delivered by hand or by courier, when signed for by or on behalf of the
relevant party hereto; (B) if delivered by mail, 4 Business Days after deposit
in the mails, postage prepaid; (C) if delivered by facsimile, when sent and
receipt has been confirmed by telephone; and (D) if delivered by electronic
mail (which form of delivery is subject to the provisions of subsection (c)
below), when delivered; provided, however, that notices and other communications
to the Administrative Agent, the Issuing Lender and the Swing Line Lender
pursuant to Article 2 shall not be effective until actually received by such
Person.  In no event shall a voicemail
message be effective as a notice, communication or confirmation hereunder.


 


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


 


(c)           Limited Use of Electronic Mail.  Electronic mail and Internet
and intranet websites may be used only to distribute routine communications,
such as financial statements and other information as provided in Section 8.1,
and to distribute Loan Documents for execution by the parties thereto, and may
not be used for any other purpose.


 


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


 


12.7         Execution of Loan Documents.  Unless the Administrative
Agent otherwise specifies with respect to any Loan Document, (a) this Agreement
and any other Loan Document may be executed in any number of counterparts and
any party hereto or thereto may execute any counterpart, each of which when
executed and delivered will be deemed to be an original and all of which
counterparts of this Agreement or any other Loan Document, as the case may be,
when taken together will be deemed to


 


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be but one and the
same instrument and (b) execution of any such counterpart may be evidenced by a
telecopier transmission of the signature of such party.  The execution of this Agreement or any other
Loan Document by any party hereto or thereto will not become effective until
counterparts hereof or thereof, as the case may be, have been executed by all
the parties hereto or thereto.


 


12.8         Binding Effect; Assignment.


 


(a)           This Agreement and the other Loan Documents to which Borrower is a
Party will be binding upon and inure to the benefit of Borrower, the
Administrative Agent, each of the Lenders, and their respective successors and
assigns, except that Borrower 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 by Borrower in contravention of this Section 12.8(a) shall be null
and void.  Each Lender represents that it
is not acquiring its Notes with a view to the distribution thereof within the
meaning of the Securities Act of 1933, as amended (subject to any requirement
that disposition of such Notes must be within the control of such Lender).  Notwithstanding any other limitation set
forth in this Section, any Lender may assign or pledge a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, (i) to any Federal Reserve Bank, to secure obligations to any
Federal Reserve Bank pursuant to Regulation A of the Board of Governors of the
Federal Reserve System and any Operating Circular issued by such Federal
Reserve Bank and (ii) in the case of any Lender that is fund that invests in
bank loans, to any holders of obligations owed, or securities issued, by such
Lender including to any trustee for, or any other representative of, such
holders, provided that no such pledge or assignment shall release the assigning
Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.


 


(b)           From time to time following the Closing Date, each Lender may assign to
one or more Eligible Assignees all or any portion of its Pro Rata Share; provided
that (i) such Eligible Assignee, if not then a Lender, an Affiliate of the
assigning Lender, or a Related Fund shall be approved by each of the
Administrative Agent and (if no Event of Default then exists) Borrower (neither
of which approvals shall be unreasonably withheld or delayed), (ii) such
assignment shall be evidenced by an Assignment Agreement, a copy of which shall
be furnished to the Administrative Agent as hereinbelow provided, (iii) except
in the case of an assignment to an Affiliate of the assigning Lender, to
another Lender or to a Related Fund of a Lender, or of the entire remaining
Commitments of the assigning Lender, the assignment shall not assign a Pro Rata
Share of the Commitments that is equivalent to less than $1,000,000, and (iv)
the effective date of any such assignment shall be as specified in the
Assignment Agreement, but not earlier than the date which is five Business Days
after the date the Administrative Agent has received the Assignment
Agreement.  Upon the effective date of
such Assignment Agreement, the Eligible Assignee named therein shall be a
Lender for all purposes of this Agreement, with the Pro Rata Share therein set
forth and, to the extent of such Pro Rata Share, the assigning Lender shall be
released from its further obligations under this Agreement.  Borrower agrees that it shall execute and
deliver (against delivery by the assigning Lender to Borrower of its relevant
Notes) to such assignee Lender, Notes evidencing that assignee Lender’s Pro
Rata Share, and to the assigning Lender, a Note or Notes evidencing the
remaining balance Pro Rata Share of the Commitments, if any, retained by the
assigning Lender.


 


(c)           By executing and delivering an Assignment Agreement, the Eligible
Assignee thereunder acknowledges and agrees that:  (i) other than the representation and
warranty that it is the legal and beneficial owner of the Pro Rata Share being
assigned thereby free and clear of any adverse claim, the assigning Lender has
made no representation or warranty and


 


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assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness or sufficiency of this Agreement or any
other Loan Document; (ii) the assigning Lender has made no representation or
warranty and assumes no responsibility with respect to the financial condition
of Borrower or the performance by Borrower of the Obligations; (iii) it has
received a copy of this Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 8.1 and such other documents
and information as it has deemed appropriate to make its own credit analysis
and decision to enter into such Assignment Agreement; (iv) it will,
independently and without reliance upon the Administrative Agent or any Lender
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement; (v) it appoints and authorizes the Administrative Agent
to take such action and to exercise such powers under this Agreement as are
delegated to the Administrative Agent by this Agreement; and (vi) it will
perform in accordance with their terms all of the obligations which by the
terms of this Agreement are required to be performed by it as a Lender.


 


(d)           The Administrative Agent shall maintain at the Administrative Agent’s
Office a copy of each Assignment Agreement delivered to it and a register (the
“Register”) of the names and address of each of the Lenders and the Pro
Rata Share held by each Lender, giving effect to each Assignment
Agreement.  The Register shall be
available during normal business hours for inspection by Borrower or any Lender
upon reasonable prior notice to the Administrative Agent.  After receipt of a completed Assignment
Agreement executed by any Lender and an Eligible Assignee, and receipt of an
assignment fee of $3,500 from such Lender or Eligible Assignee, the
Administrative Agent shall, promptly following the effective date thereof,
notify the Borrower of the effectiveness thereof, provided that only one such
fee shall be payable with respect to two or more simultaneous assignments by or
to any Lender to or from its Related Funds. 
Borrower, the Administrative Agent and the Lenders shall deem and treat
the Persons listed as Lenders in the Register as the holders and owners of the
Pro Rata Share listed therein for all purposes hereof, and no assignment or
transfer of any such Pro Rata Share shall be effective, in each case unless and
until an Assignment Agreement effecting the assignment or transfer thereof
shall have been accepted by the Administrative Agent and recorded in the
Register as provided above.  Prior to
such recordation, all amounts owed with respect to the applicable Pro Rata
Share shall be owed to the Lender listed in the Register as the owner thereof,
and any request, authority or consent of any Person who, at the time of making
such request or giving such authority or consent, is listed in the Register as
a Lender shall be conclusive and binding on any subsequent holder, assignee or
transferee of the corresponding Pro Rata Share.


 


(e)           Each Lender may from time to time grant participations to one or more
Lenders or other financial institutions (including another Lender) in a
portion of its Pro Rata Share; provided, however, that (i) such Lender
notifies the Administrative Agent and Borrower in writing at least five
Business Days in advance of granting such a participation, which notice shall
identify the proposed participant, (ii) the proposed participant (if not then a
Lender or an Affiliate of the granting Lender) shall be approved by each of the
Administrative Agent and (if no Event of Default then exists) Borrower (neither
of which approvals shall be unreasonably withheld or delayed), (iii) such
Lender’s obligations under this Agreement shall remain unchanged, (iv) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (v) the participating Lenders or other
financial institutions shall not be a Lender hereunder for any purpose except,
if the participation agreement so provides, for the purposes of Sections 3.7,
3.8, 12.3, 12.11 and 12.22 but only to the extent that the cost of such
benefits to Borrower does not exceed the cost which Borrower would have
incurred in respect of such Lender absent the participation, (vi) Borrower, the
Administrative Agent and the other Lenders


 


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shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement, (vii) the participation
interest shall be expressed as a percentage of the granting Lender’s Pro Rata
Share as it then exists and shall not restrict an increase in the Commitments,
or in the granting Lender’s Pro Rata Share, so long as the amount of the
participation interest is not affected thereby and (viii) the consent of the
holder of such participation interest shall not be required for amendments or
waivers of provisions of the Loan Documents other than those which (A)
extend any Quarterly Payment Date, the Term Maturity Date, the Revolving
Maturity Date or any other date upon which any payment of money is due to the
Lenders, (B) reduce the rate of interest on the Notes, any fee or any other
monetary amount payable to the Lenders, (C) reduce the amount of any
installment of principal due under the Notes in which such participant has an
interest, or (D) release the Completion Guaranty, the Make-Well Agreement, the
Greenspun Pledge Agreement, or any material portion of the Collateral (except
as otherwise expressly provided for in any Loan Document).


 


(f)            Notwithstanding anything in this Section 12.8 to the contrary, the rights
of the Lenders to make assignments of, and grant participations in, their Pro
Rata Shares of the Commitments shall be subject to the approval of any Gaming
Board, to the extent required by applicable Gaming Laws, and to compliance with
applicable securities laws.


 


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


 


12.10       Sharing of Setoffs.  Each Lender severally agrees
that if it, through the exercise of any right of setoff, Lender’s lien or
counterclaim against Borrower, or otherwise, receives payment of the
Obligations held by it that is ratably more than any other Lender, through any
means, receives in payment of the Obligations held by that Lender, then,
subject to applicable Laws:  (a) the
Lender exercising the right of setoff, banker’s lien or counterclaim or
otherwise receiving such payment shall purchase, and shall be deemed to have
simultaneously purchased, from each of the other Lenders a participation in the
Obligations held by the other Lenders and shall pay to the other Lenders a
purchase price in an amount so that the share of the Obligations held by each
Lender after the exercise of the right of setoff, banker’s lien or counterclaim
in the same proportion that existed prior to the exercise of the right of
setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other
adjustments and purchases of participations shall be made from time to time as
shall be equitable to ensure that all of the Lenders share any payment obtained
in respect of the Obligations ratably in accordance with each Lender’s share of
the Obligations immediately prior to, and without taking into account, the
payment; provided that, if all or any portion of a disproportionate payment
obtained as a result of the exercise of the right of setoff, banker’s lien,
counterclaim or otherwise is thereafter recovered from the purchasing Lender by
Borrower or any Person claiming through or succeeding to the rights of
Borrower, the purchase of a participation shall be rescinded and the purchase
price thereof shall be restored to the extent of the recovery, but without
interest.  Each Lender that purchases a
participation in the Obligations pursuant to this Section 12.10 shall from and
after the purchase have the right to give all notices, requests, demands,
directions and other communications under this Agreement with respect to the
portion of the Obligations purchased to the same extent as though the
purchasing Lender were the original owner of the Obligations purchased.  Borrower expressly consents to the foregoing
arrangements and agrees that any Lender holding a participation in an
Obligation so purchased may exercise any and all rights of setoff, banker’s
lien or counterclaim with respect to the participation as fully as if the
Lender were the original owner of the Obligation purchased.


 


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12.11       Indemnification by Borrower. 
Whether or not the transactions contemplated hereby are consummated,
Borrower shall indemnify and hold harmless each Agent-Related Person, each
Lender and their respective Affiliates, directors, officers, employees,
counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and
against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses and disbursements
(including Attorney Costs) of any kind or nature whatsoever which may at any
time be imposed on, incurred by or asserted against any such Indemnitee in any
way relating to or arising out of or in connection with (a) the execution,
delivery, enforcement, performance or administration of any Loan Document or
any other agreement, letter or instrument delivered in connection with the
transactions contemplated thereby or the consummation of the transactions
contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use
or proposed use of the proceeds therefrom (including any refusal by the Issuing
Lender to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit) or (c) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation
for, or defense of any pending or threatened claim, investigation, litigation
or proceeding) and regardless of whether any Indemnitee is a party thereto (all
the foregoing, collectively, the “Indemnified Liabilities”); provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses or disbursements are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee.  No Indemnitee shall be liable for any damages
arising from the use by others of any information or other materials obtained
through IntraLinks or other similar information transmission systems in connection
with this Agreement, nor shall any Indemnitee have any liability for any
indirect or consequential damages relating to this Agreement or any other Loan
Document or arising out of its activities in connection herewith or therewith
(whether before or after the Closing Date). 
All amounts due under this Section 12.11 shall be payable within 10
Business Days after demand therefor.  The
agreements in this Section shall survive the resignation of the Administrative
Agent, the replacement of any Lender, the termination of the Commitments and
the repayment, satisfaction or discharge of all the other Obligations.


 


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


 


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


 


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


 


(c)           The relationship between Borrower and the Administrative Agent and the
Lenders is, and shall at all times remain, solely that of borrowers and
lenders; neither the Administrative Agent nor the Lenders shall under any
circumstance be construed to be partners or joint venturers of Borrower or its
Affiliates; neither the Administrative Agent nor the Lenders shall under any
circumstance be deemed to be in a relationship of confidence or trust or a
fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary
duty to Borrower or


 


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its
Affiliates; neither the Administrative Agent nor the Lenders undertake or
assume any responsibility or duty to Borrower or its Affiliates to select,
review, inspect, supervise, pass judgment upon or inform Borrower or its
Affiliates of any matter in connection with their Property or the operations of
Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely
upon their own judgment with respect to such matters; and any review,
inspection, supervision, exercise of judgment or supply of information
undertaken or assumed by the Administrative Agent or the Lenders in connection
with such matters is solely for the protection of the Administrative Agent and
the Lenders and neither Borrower nor any other Person is entitled to rely
thereon; and


 


(d)           The Administrative Agent and the Lenders shall not be responsible or
liable to any Person for any loss, damage, liability or claim of any kind
relating to injury or death to Persons or damage to Property caused by the
actions, inaction or negligence of Borrower and/or its Affiliates and Borrower
hereby indemnifies and holds the Administrative Agent and the Lenders harmless
on the terms set forth in Section 12.11 from any such loss, damage, liability
or claim.


 


12.13       No Third Parties Benefited.  This
Agreement is made for the purpose of defining and setting forth certain
obligations, rights and duties of Borrower, the Administrative Agent and the
Lenders in connection with the Loans, and is made for the sole benefit of
Borrower, the Administrative Agent and the Lenders, and the Administrative
Agent’s and the Lenders’ successors and assigns.  Except as provided in Sections 12.8, 12.11,
and 12.14 no other Person shall have any rights of any nature hereunder or by
reason hereof.


 


12.14       Confidentiality.  Each Lender agrees to hold any
confidential information that it may receive from Borrower, Station, GCR Gaming
and their respective Affiliates pursuant to this Agreement in confidence,
except for disclosure:  (a) to other
Lenders; (b) to legal counsel and accountants for Borrower, Station, GCR
Gaming, their Affiliates or any Lender; (c) to other professional advisors to
Borrower, Station, GCR Gaming, their Affiliates or any Lender, provided that
the recipient has accepted such information subject to a confidentiality
agreement with provisions substantially similar to this Section 12.14; (d) to
regulatory officials having jurisdiction over that Lender; (e) to any Gaming
Board having regulatory jurisdiction over Borrower or its Subsidiaries or over
Station, GCR Gaming or their respective Affiliates, provided that each Lender
agrees to notify the affected party of any such disclosure unless prohibited by
applicable Laws; (f) as required by Law or legal process, provided that each
Lender agrees to notify the affected party of any such disclosures unless
prohibited by applicable Laws, or in connection with any legal proceeding to
which that Lender and Borrower, GCR Gaming, Station or their respective
Affiliates are adverse parties; (g) to another financial institution in
connection with a disposition or proposed disposition to that financial
institution of all or part of that Lender’s interests hereunder or a
participation interest in its Notes, provided that the recipient has accepted
such information subject to a confidentiality agreement with provisions
substantially similar to this Section 12.14; (h) to the National Association of
Insurance Commissioners; (i) to a nationally-recognized credit rating agency
provided that each Lender agrees to notify the affected party of any such
disclosures, and (j) to any direct or indirect contractual counterparty in swap
agreements or such contractual counterparty’s advisor (so long as such contractual
counterparty or professional advisor to such contractual counterparty agrees to
be bound by the provisions of this Section 12.14.  For purposes of the foregoing, “confidential
information” shall mean any information respecting a Person reasonably considered
by that Person to be confidential, other than (i) information previously
filed with any Governmental Agency and available to the public, (ii)
information previously published in any public medium from a source other
than, directly or indirectly, that Lender, and (iii) information previously
disclosed by that Person to any other Person not associated with the disclosing
Person without a confidentiality agreement or obligation substantially similar
to this Section 12.14.  Nothing in this
Section shall be construed to create or give rise to any


 


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


 


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


 


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


 


12.17       Governing Law.  Except to the extent otherwise
provided therein, each Loan Document shall be governed by, and construed and
enforced in accordance with, the Laws of California applicable to contracts
made and performed in California.


 


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


 


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


 


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


 


12.21       Foreign Lenders and Participants.


 


(a)           Tax Forms.


 


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(1)           Each Lender that is not a “United States person” within the meaning of
Section 7701(a)(30) of the Code (a “Foreign Lender”) shall deliver to the
Administrative Agent, prior to receipt of any payment subject to withholding under
the Code (or upon accepting an assignment of an interest herein), two duly
signed completed copies of either IRS Form W-8BEN or any successor thereto
(relating to such Foreign Lender and entitling it to an exemption from, or
reduction of, withholding tax on all payments to be made to such Foreign Lender
by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor
thereto (relating to all payments to be made to such Foreign Lender by the
Borrower pursuant to this Agreement) or such other evidence satisfactory to the
Borrower and the Administrative Agent that such Foreign Lender is entitled to
an exemption from, or reduction of, U.S. withholding tax, including any
exemption pursuant to Section 881(c) of the Code.  Thereafter and from time to time, each such
Foreign Lender shall (A) promptly submit to the Administrative Agent such
additional duly completed and signed copies of one of such forms (or such
successor forms as shall be adopted from time to time by the relevant United
States taxing authorities) as may then be available under then current United
States laws and regulations to avoid, or such evidence as is satisfactory to
the Borrower and the Administrative Agent of any available exemption from or
reduction of, United States withholding taxes in respect of all payments to be
made to such Foreign Lender by the Borrower pursuant to this Agreement, (B)
promptly notify the Administrative Agent of any change in circumstances which
would modify or render invalid any claimed exemption or reduction, and (C) take
such steps as shall not be materially disadvantageous to it, in the reasonable
judgment of such Lender, and as may be reasonably necessary (including the
re-designation of its Lending Office) to avoid any requirement of applicable Laws
that the Borrower make any deduction or withholding for taxes from amounts
payable to such Foreign Lender.


 


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


 


(3)           The Borrower shall not be required to pay any additional amount to any
Foreign Lender under Section 3.12(d) (A) with respect to any taxes required to
be deducted or withheld on the basis of the information, certificates or
statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant
to this Section 12.21(a) or (B) if such Lender shall have failed to satisfy the
foregoing provisions of this Section 12.21(a); provided that if such Lender
shall have satisfied the requirement of this Section 12.21(a) on the date such
Lender became a Lender or ceased to act for its own account with respect to any
payment under any of the Loan Documents, nothing in this Section 12.21(a) shall
relieve the Borrower of its obligation to pay any amounts pursuant to Section
3.12(d) in the event that, as a result of any change in any applicable law,
treaty or governmental rule, regulation or order, or any change in the
interpretation, administration or application thereof, such Lender is no longer
properly entitled to deliver forms, certificates or other evidence at a
subsequent date establishing the fact that such


 


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Lender or
other Person for the account of which such Lender receives any sums payable
under any of the Loan Documents is not subject to withholding or is subject to
withholding at a reduced rate.


 


(4)           The Administrative Agent may, without reduction, withhold any Taxes
required to be deducted and withheld from any payment under any of the Loan
Documents with respect to which the Borrower is not required to pay additional
amounts under this Section 12.21(a).


 


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


 


(c)           Withholding.  If any Governmental Agency asserts that the
Administrative Agent did not properly withhold or backup withhold, as the case
may be, any tax or other amount from payments made to or for the account of any
Lender, such Lender shall indemnify the Administrative Agent therefor,
including all penalties and interest, any taxes imposed by any jurisdiction on
the amounts payable to the Administrative Agent under this Section, and costs
and expenses (including Attorney Costs) of the Administrative Agent.  The obligation of the Lenders under this
Section shall survive the termination of the Commitment, repayment of all other
Obligations hereunder and the resignation of the Administrative Agent.


 


12.22       Hazardous Material Indemnity. 
Borrower hereby agrees to indemnify, hold harmless and defend (by
counsel reasonably satisfactory to the Administrative Agent) the Administrative
Agent and each of the Lenders and their respective directors, officers,
employees, agents, successors and assigns from and against any and all claims,
losses, damages, liabilities, fines, penalties, charges, administrative and
judicial proceedings and orders, judgments, remedial action requirements,
enforcement actions of any kind, and all costs and expenses incurred in
connection therewith (including but not limited to reasonable attorneys’ fees
and the reasonably allocated costs of attorneys employed by the Administrative
Agent or any Lender, and expenses to the extent that the defense of any such
action has not been assumed by Borrower), arising directly or indirectly out of
(i) the presence on, in, under or about any Real Property of any Hazardous
Materials, or any releases or discharges of any Hazardous Materials on, under
or from any Real Property and (ii) any activity carried on or undertaken on or
off any Real Property by Borrower or any of its predecessors in title, whether
prior to or during the term of this Agreement, and whether by Borrower or any
predecessor in title or any employees, agents, contractors or subcontractors of
Borrower or any predecessor in title, or any third persons at any time
occupying or present on any Real Property, in connection with the handling,
treatment, removal, storage, decontamination, clean-up, transport or disposal
of any Hazardous Materials at any time located or present on, in, under or
about any Real Property.  The foregoing
indemnity shall further apply to any residual contamination on, in, under or
about any Real Property, or affecting any natural resources, and to any
contamination of any Property or natural resources arising in connection with
the generation, use, handling, storage, transport or disposal of any such
Hazardous Materials, and irrespective of whether any of such activities were or
will be undertaken in accordance with applicable Laws, but the foregoing
indemnity shall not apply to Hazardous Materials on any Real Property, the presence
of which is caused by the Administrative Agent or the Lenders.  Borrower hereby acknowledges and agrees that,
notwithstanding any other provision of this Agreement or any of the other Loan
Documents to the contrary, the obligations of Borrower under this Section (and
under Sections 4.18 and 5.11) shall be unlimited corporate obligations of
Borrower and shall not be secured by any Lien on any Real


 


92
















 


Property.  Any obligation or liability of Borrower to
any Indemnitee under this Section 12.22 shall survive the expiration or
termination of this Agreement and the repayment of all Loans and the payment
and performance of all other Obligations owed to the Lenders.


 


12.23       Gaming Compliance.


 


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


 


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


 


(c)           Subject to the release of any Collateral as contemplated by any of the
Loan Documents, the Administrative Agent (or one or more agents or sub-agents
of the Administrative Agent) shall, to the extent required by applicable Gaming
Laws, retain possession of all Member Pledged Collateral delivered to it within
the State of Nevada at a location designated to the Gaming Boards.


 


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


 


12.25       Waiver of Right to Trial by Jury.  EACH
PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF
ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR
IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE;


 


93
















 


AND EACH PARTY HEREBY
AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS
AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY
COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW.


 


12.26       Purported Oral Amendments. 
BORROWER EXPRESSLY ACKNOWLEDGES THAT THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH IT IS A PARTY MAY ONLY BE AMENDED OR MODIFIED, OR THE
PROVISIONS HEREOF OR THEREOF WAIVED OR SUPPLEMENTED, BY AN INSTRUMENT IN
WRITING THAT COMPLIES WITH SECTION 12.2. 
BORROWER AGREES THAT IT WILL NOT RELY ON ANY COURSE OF DEALING, COURSE
OF PERFORMANCE, OR ORAL OR WRITTEN STATEMENTS BY ANY REPRESENTATIVE OF THE
ADMINISTRATIVE AGENT OR ANY LENDER THAT DOES NOT COMPLY WITH SECTION 12.2 TO
EFFECT AN AMENDMENT, MODIFICATION, WAIVER OR SUPPLEMENT TO THIS AGREEMENT OR
THE OTHER LOAN DOCUMENTS.


 


[THIS SPACE INTENTIONALLY LEFT BLANK - SIGNATURE PAGES TO FOLLOW]


 


94
















 


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


 


	
   

  	
  GREEN VALLEY
  RANCH GAMING, LLC,

  a Nevada limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GV Ranch
  Station, Inc.

  
	
   

  	
  Its:

  	
  Manager and a
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Glenn C. Christenson /s/

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Glenn C. Christenson

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GCR Gaming, LLC

  
	
   

  	
  Its:

  	
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Brian Lee Greenspun /s/

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Brian Lee Greenspun

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for
  Borrower:

  
	
   

  	
   

  
	
   

  	
  c/o Station
  Casinos, Inc.

  
	
   

  	
  2411 West Sahara
  Avenue 

  
	
   

  	
  Las Vegas,
  Nevada  89102 

  
	
   

  	
   

  
	
   

  	
  Attn:

  	
  Glenn C.
  Christenson

  Executive Vice President 

  
	
   

  	
   

  
	
   

  	
  Telecopier:

  	
  (702) 367-2424

  
	
   

  	
  Telephone:

  	
  (702) 367-2484

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  With a copy to

  
	
   

  	
   

  
	
   

  	
  GCR Gaming, LLC

  
	
   

  	
  c/o Phil Peckman

  
	
   

  	
  901 North Green
  Valley Parkway

  
	
   

  	
   Suite 200

  
	
   

  	
  Henderson,
  Nevada  89014

  
	
   

  	
   

  
	
   

  	
  Telephone: (702)
  458-8855

  
	
   

  	
  Telecopier:
  (702) 259-4146

  
						



 


95
















 


	
   

  	
  BANK OF AMERICA,
  N.A.,

  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Janice Hammond /s/

  
	
   

  	
   

  	
  Janice Hammond,
  Vice President

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  Bank of America,
  N.A.

  
	
   

  	
  Agency
  Management #12048

  
	
   

  	
  CA9-706-11-03

  
	
   

  	
  555 South Flower
  Street, 17th Floor

  Los Angeles, California  90071

  
	
   

  	
  Attn:   Janice Hammond, Vice President

  
	
   

  	
  Telecopier:

  	
  (213) 325-1210

  
	
   

  	
  Telephone:

  	
  (213) 345-1213

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA,
  N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Scott L. Faber /s/

  
	
   

  	
   

  	
  Scott. L. Faber,
  Managing Director

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  Bank of America,
  N.A.

  
	
   

  	
  CA9-706-11-01

  
	
   

  	
  555 South Flower
  Street, 17th Floor

  Los Angeles, California  90071

  
	
   

  	
  Attn:   Scott L. Faber, Managing Director

  
	
   

  	
  Telecopier:

  	
  (213) 345-1196

  
	
   

  	
  Telephone:

  	
  (213) 345-1215

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  
	
   

  	
   

  
	
   

  	
  Bank of America,
  N.A.

  
	
   

  	
  CA9-706-11-01

  
	
   

  	
  555 South Flower
  Street, 17th Floor

  Los Angeles, California  90071

  
	
   

  	
  Attn:   William Newby, Managing Director

  
	
   

  	
  Telecopier:

  	
  (213) 345-1194

  
	
   

  	
  Telephone:

  	
  (213) 345-1214

  
				



 


96
















 


	
   

  	
  WELLS FARGO
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Clark A. Wood /s/

  
	
   

  	
  Name:

  	
  Clark A. Wood

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  Address for
  notices:

  
	
   

  	
   

  
	
   

  	
  Wells Fargo
  Lender, N.A.

  Gaming Division, Fourth Floor

  3800 Howard Hughes Parkway

  Las Vegas, NV 89109

  Attn.:  Clark A. Wood, Vice President

  
	
   

  	
  Facsimile:

  	
  (702) 791-6365

  
	
   

  	
  Telephone:

  	
  (702) 791-6351

  
				



 


97
















 


	
   

  	
  BANK OF SCOTLAND

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Joseph Fratus /s/

  
	
   

  	
  Name:

  	
  Joseph Fratus

  
	
   

  	
  Title:

  	
  First Vice President

  
	
   

  	
   

  
	
   

  	
  Address for
  notices:

  
	
   

  	
   

  
	
   

  	
  Bank of
  Scotland, New York Office

  565 Fifth Avenue

  5th Floor

  New York, NY 10017

  Attn: Shirley Vargas, First Vice President

  Telephone: 212-450-0875

  Facsimile: 212-479-2807

  



 


98
















 


	
   

  	
  CREDIT LYONNAIS
  NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
  By:

  	
  F. Frank Herrera /s/

  
	
   

  	
  Name:

  	
  F. Frank Herrera

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  Address for
  notices:

  
	
   

  	
   

  
	
   

  	
  Credit Lyonnais
  New York Branch

  1301 Ave. of the Americas

  New York, NY 10019

  Attn:  Pierre Bury, Vice President

  Telephone:  213-362-5953

  Facsimile:  213-623-3437

  



 


99
















 


	
   

  	
  THE CIT
  GROUP/EQUIPMENT FINANCING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Carl E. Myrick /s/

  
	
   

  	
  Name:

  	
  Carl E. Myrick

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  Address for
  notices:

  
	
   

  	
   

  
	
   

  	
  The CIT Group/Equipment
  Financing, Inc.

  1540 West Fountainhead Pkwy

  Tempe, AZ 85282

  Attn: Mark Saylor, Senior Credit Operations Manager

  Facsimile: 480-379-3446

  Telephone: 480-784-2383

  



 


100
















 


	
   

  	
  COMMERZBANK AG,
  NEW YORK AND GRAND

  CAYMAN BRANCHES

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Christian Jagenberg /s/

  
	
   

  	
  Name:

  	
  Christian Jagenberg

  
	
   

  	
  Title:

  	
  SVP and Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Werner Schmidbauer /s/

  
	
   

  	
  Name:

  	
  Werner Schmidbauer

  
	
   

  	
  Title:

  	
  SVP

  
	
   

  	
   

  
	
   

  	
  Address for
  notices:

  
	
   

  	
   

  
	
   

  	
   Commerzbank AG, New York Branch

  2 World Financial Center

  New York, NY 10281

  



 


101
















 


	
   

  	
  FLEET NATIONAL
  BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Richard R. Powell /s/

  
	
   

  	
  Name:

  	
  Richard R. Powell

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  Address for
  notices:

  
	
   

  	
   

  
	
   

  	
  Fleet National
  Bank

  3670 Route 9 South

  Freehold, NJ  07728

  Attn:  Richard R. Powell, Vice
  President

  Telephone:  732-294-4384

  Facsimile:  732-780-0754

  



 


102
















 


	
   

  	
  US BANK N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Ryan Stipe /s/

  
	
   

  	
  Name:

  	
  Ryan Stipe

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  Address for
  notices:

  
	
   

  	
   

  
	
   

  	
  U.S. Bank
  National Association

  2300 West Sahara

  Las Vegas, NV 89102

  Attn:  Ryan Stipe

  
	
   

  	
  Telecopier:

  	
  (702) 386-3916

  
	
   

  	
  Telephone:

  	
  (702) 386-3903

  
				



 


103
















 


	
   

  	
  NEVADA STATE
  BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  R. Michael Ramsey /s/

  
	
   

  	
  Name:

  	
  R. Michael Ramsey

  
	
   

  	
  Title:

  	
  VP Corporate RM

  
	
   

  	
   

  
	
   

  	
  Address for
  notices:

  
	
   

  	
   

  
	
   

  	
  Nevada State
  Bank

  750 E. Warm Springs Rd. 4th Floor

  Las Vegas, NV 89119

  Attn: R. Michael Ramsey, VP Corporate RM

  Telephone: 702-855-4553

  Facsimile: 702-914-4556

  



 


104
















 


	
   

  	
  COMERICA WEST
  INCORPORATED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Eoin P. Collins /s/

  
	
   

  	
  Name:

  	
  Eoin P. Collins

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  Address for
  notices:

  
	
   

  	
   

  
	
   

  	
  Comerica West
  Incorporated

  3980 Howard Hughes Pkwy

  Suite 350

  Las Vegas, NV 89109

  Attn:  Eoin P. Collins, Vice President

  Telephone:  702-791-4802

  



 


105
















 


	
   

  	
  KZH ING-2 LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Hi Hua /s/

  
	
   

  	
  Name:

  	
  Hi Hua

  
	
   

  	
  Title:

  	
  Authorized Agent

  
	
   

  	
   

  
	
   

  	
  Address for
  notices:

  
	
   

  	
   

  
	
   

  	
  KZH ING-2 LLC

  c/o JPMorgan Chase Bank

  4 MetroTech Center – 10th Floor

  Brooklyn, NY 11245

  Attention: Virginia Conway

  Tel: 718-242-4932

  Fax: 718-242-6220

  



 


106
















 


	
   

  	
   

  
	
   

  	
  KZH
  CYPRESSTREE-1 LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Hi Hua /s/

  
	
   

  	
  Name:

  	
  Hi Hua

  
	
   

  	
  Title:

  	
  Authorized Agent

  
	
   

  	
   

  
	
   

  	
  Address for
  notices:

  
	
   

  	
   

  
	
   

  	
  KZH CypreeTree-1
  LLC

  c/o JPMorgan Chase Bank

  4 MetroTech Center – 10th Floor

  Brooklyn, NY 11245

  Attention: Virginia Conway

  Tel: 718-242-4932

  Fax: 718-242-6220

  



 


107
















 


	
   

  	
  KZH SOLEIL-2 LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Hi Hua /s/

  
	
   

  	
  Name:

  	
  Hi Hua

  
	
   

  	
  Title:

  	
  Authorized Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for
  notices:

  
	
   

  	
   

  	
   

  
	
   

  	
  KZH Soleil-2 LLC

  c/o JPMorgan Chase Bank

  4 MetroTech Center – 10th Floor

  Brooklyn, NY 11245

  Attention: Virginia Conway

  Tel: 718-242-4932

  Fax: 718-242-6220

  



 


108
















 


	
   

  	
  KZH STERLING LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Hi Hua /s/

  
	
   

  	
  Name:

  	
  Hi Hua

  
	
   

  	
  Title:

  	
  Authorized Agent

  
	
   

  	
   

  
	
   

  	
  Address for
  notices:

  
	
   

  	
   

  
	
   

  	
  KZH Sterling LLC

  c/o JPMorgan Chase Bank

  4 MetroTech Center – 10th Floor

  Brooklyn, NY 11245

  Attention: Virginia Conway

  Tel: 718-242-4932

  Fax: 718-242-6220

  



 


109