Exhibit 10.1


 


ADMINISTRATIVE PRIORITY
DEBTOR-IN-POSSESSION CREDIT AGREEMENT


 


dated as of July 31,
2009


 


among


 


STATION CASINOS, INC.,


as debtor and debtor-in-possession and as the
Borrower,


 


The Lenders Party Hereto,


 


and


 


VISTA HOLDINGS, LLC,


as Administrative Agent


 





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE I

  	
   

  
	
   

  	
  DEFINITIONS AND ACCOUNTING TERMS

  	
   

  
	
   

  	
   

  	
   

  
	
  1.01

  	
  DEFINED TERMS

  	
  1

  
	
  1.02

  	
  Other Interpretive Provisions

  	
  9

  
	
  1.03

  	
  Rounding

  	
  10

  
	
  1.04

  	
  Times Of Day

  	
  10

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE II

  	
   

  
	
   

  	
  THE BORROWINGS

  	
   

  
	
   

  	
   

  	
   

  
	
  2.01

  	
  The Loans

  	
  10

  
	
  2.02

  	
  Borrowings Of Loans

  	
  11

  
	
  2.03

  	
  Prepayments

  	
  11

  
	
  2.04

  	
  Repayment Of Loans

  	
  11

  
	
  2.05

  	
  Interest

  	
  11

  
	
  2.06

  	
  Computation Of Interest And Fees

  	
  12

  
	
  2.07

  	
  Evidence Of Indebtedness

  	
  12

  
	
  2.08

  	
  Payments Generally; Administrative Agent’s Clawback

  	
  12

  
	
  2.09

  	
  Sharing Of Payments By Lenders

  	
  13

  
	
  2.10

  	
  Priority

  	
  13

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE III

  	
   

  
	
   

  	
  CONDITIONS PRECEDENT TO BORROWINGS

  	
   

  
	
   

  	
   

  	
   

  
	
  3.01

  	
  Conditions Of Initial Borrowing

  	
  14

  
	
  3.02

  	
  Conditions To All Borrowings

  	
  15

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE IV

  	
   

  
	
   

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  4.01

  	
  Governmental Authorization; Other Consents

  	
  15

  
	
  4.02

  	
  Binding Effect

  	
  15

  
	
  4.03

  	
  Margin Regulations; Investment Company Act

  	
  16

  
	
  4.04

  	
  Administrative Priority Obligations

  	
  16

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE V

  	
   

  
	
   

  	
  AFFIRMATIVE COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  5.01

  	
  Certificates; Other Information

  	
  16

  
	
  5.02

  	
  Use Of Proceeds

  	
  16

  
	
  5.03

  	
  Further Assurances

  	
  17

  



 


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  ARTICLE VI

  	
   

  
	
   

  	
  EVENTS OF DEFAULT AND REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  6.01

  	
  Events Of Default

  	
  17

  
	
  6.02

  	
  Remedies Upon Event of Default

  	
  18

  
	
  6.03

  	
  Application Of Funds

  	
  18

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE VII

  	
   

  
	
   

  	
  ADMINISTRATIVE AGENT

  	
   

  
	
   

  	
   

  	
   

  
	
  7.01

  	
  Authorization and Action

  	
  19

  
	
  7.02

  	
  Agent’s Reliance, Etc.

  	
  19

  
	
  7.03

  	
  Agents Entitled to Act as Lender

  	
  19

  
	
  7.04

  	
  Indemnification Of Agents

  	
  19

  
	
  7.05

  	
  Successor Agents

  	
  20

  
	
  7.06

  	
  Delegation of Duties

  	
  21

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE VIII

  	
   

  
	
   

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  8.01

  	
  Amendments, Etc.

  	
  21

  
	
  8.02

  	
  Notices and Other Communications; Facsimile Copies

  	
  21

  
	
  8.03

  	
  No Waiver; Cumulative Remedies

  	
  22

  
	
  8.04

  	
  Expenses; Indemnity; Damage Waiver

  	
  22

  
	
  8.05

  	
  Successors and Assigns

  	
  23

  
	
  8.06

  	
  Interest Rate Limitation

  	
  23

  
	
  8.07

  	
  Counterparts; Integration; Effectiveness

  	
  23

  
	
  8.08

  	
  Survival Of Representations and Warranties

  	
  24

  
	
  8.09

  	
  Severability

  	
  24

  
	
  8.10

  	
  USA Patriot Act Notice

  	
  24

  
	
  8.11

  	
  Governing Law; Jurisdiction; Etc.

  	
  24

  
	
  8.12

  	
  Gaming Authorities and Liquor Authorities

  	
  25

  
	
  8.13

  	
  Certain Matters Affecting Lenders

  	
  25

  
	
  8.14

  	
  Subordination of Rights to Repayment, Reimbursement,
  Set-Off, Etc.

  	
  26

  
	
   

  	
   

  	
   

  
	
  SIGNATURES

  	
   

  	
  S-1

  



 


ii





















 


EXHIBITS


 


	
  FORM OF

  	
   

  
	
   

  	
   

  
	
  A

  	
  Loan Notice

  
	
  B

  	
  Note

  
	
  C

  	
  Assignment
  and Assumption

  
	
  D

  	
  Interim
  Order

  
	
   

  	
   

  
	
  SCHEDULES

  
	
   

  	
   

  
	
  Schedule
  I

  	
  Designated
  Account

  
	
  Schedule
  2.01

  	
  Applicable
  Percentages

  
	
  Schedule 8.02

  	
  Administrative
  Agent’s Office, Certain Addresses for Notices

  



 


iii





















 


ADMINISTRATIVE PRIORITY DEBTOR-IN-POSSESSION
CREDIT AGREEMENT


 


This ADMINISTRATIVE PRIORITY DEBTOR-IN-POSSESSION
CREDIT AGREEMENT (this “Agreement”) is entered into as of July 31,
2009, among STATION CASINOS, INC., a Nevada corporation and a debtor and debtor
in possession in a case pending under Chapter 11 of the Bankruptcy Code (the “Borrower”),
as the borrower, each lender from time to time party hereto (collectively, the “Lenders”
and individually, a “Lender”), and VISTA HOLDINGS, LLC, as
Administrative Agent.


 


PRELIMINARY STATEMENTS:


 


1.                                       On July 28,
2009 (the “Filing Date”), Borrower and certain of its Affiliates (each,
an “Affiliate Filer”) filed voluntary petitions with the Bankruptcy
Court initiating the Cases and have continued in the possession of their assets
and in the management of their business pursuant to Sections 1107 and 1108 of
the Bankruptcy Code.


 


2.                                       Borrower has
requested that the Lenders provide a revolving credit facility to Borrower in
an aggregate principal amount not to exceed $150,000,000 (the “Facility”).


 


3.                                       The proceeds of
the Facility will be used for working capital and other general corporate
purposes of the Borrower during the pendency of its Cases to the extent not
otherwise prohibited hereunder.


 


4.                                       To provide
assurance for the repayment of all obligations of the Borrower hereunder and
under the other Loan Documents, including direct borrowings, the Borrower will
provide to the Administrative Agent for the benefit of the Lenders (as more
fully described herein) and pursuant to Section 364(b) of the Bankruptcy
Code and the Orders, as applicable, an Administrative Priority Claim in the
Cases having pari passu priority with other
administrative expense claims of the kind specified in Section 503(b) of
the Bankruptcy Code, subject only to the Carve-Out and any Adequate Protection
Claim arising in favor of the lenders under the Prepetition Facility, each of
which shall have priority superior to the Administrative Agent’s Administrative
Priority Claim.


 


In consideration of the premises and other valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:


 


ARTICLE I


DEFINITIONS
AND ACCOUNTING TERMS


 


1.01                           DEFINED TERMS.  As used in this Agreement, the following
terms shall have the meanings set forth below:


 


“Adequate Protection
Claim” means a superpriority claim for adequate protection under Section 364(c)(1) of
the Bankruptcy Code against Borrower in any of the Cases which is an
administrative expense claim having priority over any or all administrative
expenses, including, without limitation, administrative expenses of the kind
specified in Section 503(b), 506(c) or 507(b) of the Bankruptcy
Code.


 


1





















 


“Administrative
Agent” means Vista Holdings, LLC in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.


 


“Administrative Agent’s Office” means the
Administrative Agent’s address and, as appropriate, account maintained by the
Administrative Agent identified in writing by the Administrative Agent to the
Borrower and the Lenders, or such other office or account of any servicer or
sub-agent appointed by the Administrative Agent, in each case as the
Administrative Agent or such servicer or sub-agent may from time to time notify
to the Borrower and the Lenders.


 


“Administrative Priority Claim” means a claim
under Section 364(b) of the Bankruptcy Code against Borrower in any
of the Cases which is an administrative expense claim.


 


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


 


“Affiliate” means, with respect to any
Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with
the Person specified.


 


“Affiliate Filer” has the
meaning specified in the preliminary statements hereto.


 


“Agents” means, collectively, the
Administrative Agent and any sub-agent or servicer appointed by the
Administrative Agent pursuant to Section 7.06 hereof.


 


“Aggregate Outstandings” means (a) at
any time following the entry of the Interim Order, but prior to the entry of
the Final Order, an aggregate amount equal to $75,000,000 and (b) at any
time following the entry of the Final Order, an aggregate amount equal to
$150,000,000.


 


“Agreement” has the meaning specified in the
introductory paragraph to this Agreement.


 


“Applicable Margin” means a per annum rate
equal to 2.5%.


 


“Applicable Percentage” means, with respect
to any Lender at any time, the percentage set forth opposite the name of such
Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable, subject to any
subsequent adjustment or reduction pursuant to the terms and conditions hereof.


 


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


 


“Assignment and Assumption” means an
assignment and assumption entered into by a Lender and an Eligible Assignee in
substantially the form of Exhibit C.


 


2





















 


“Availability Period” means the period from
and including the Closing Date to the Maturity Date.


 


“Bankruptcy Code” means Title 11 of the
United States Code entitled “Bankruptcy,” as now and hereafter in effect, or
any successor statute.


 


“Bankruptcy Court” means the United States
Bankruptcy Court for the District of Nevada.


 


“Borrower” has the meaning specified in the
introductory paragraph to this Agreement.


 


“Borrowing” means a borrowing consisting of
simultaneous Loans made by each of the Lenders pursuant to Section 2.01.


 


“Business Day” means a day of the year on
which banks are not required or authorized by law to close in New York, New
York or Las Vegas, Nevada and on which dealings are carried on in the London
interbank market.


 


“Cases” means, collectively, the cases of
Borrower and each Affiliate Filer currently pending under Chapter 11 of the
Bankruptcy Code in the Bankruptcy Court.


 


“Cash
Collateral” means “cash collateral” as such term is
defined in Section 363(a) of the Bankruptcy Code, or any successor
provision.


 


“Casino Licenses” means, collectively, all
licenses that are required to be granted by any applicable federal, state,
local, tribal or other regulatory body, gaming board or other agency that has
jurisdiction over (i) any casino now or hereafter located in the State of
Nevada, and (ii) any other casinos otherwise owned or operated by the
Borrower or any Restricted Subsidiary.


 


“Closing Date” means the first date all the
conditions precedent in Section 3.01 are satisfied or waived in accordance
with Section 8.01.


 


“Contractual Obligation” means,
as to any Person, any provision of any security issued by such Person or of any
agreement, instrument or other undertaking to which such Person is a party or
by which it or any of its property is bound.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Creditor’s Committee” means any official
committee appointed in the Cases.


 


“Debtor
Relief Laws” means the Bankruptcy Code of the United
States, and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief 


 


3





















 


Laws of the United States or
other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.


 


“Default”
means any event or condition that constitutes an Event of Default or that, with
the giving of any notice, the passage of time, or both, would be an Event of
Default.


 


“Default
Rate” means an interest rate equal to the interest rate
(including any Applicable Margin) otherwise applicable to such Loan plus 2.0%
per annum.


 


“Designated
Account” means the deposit account of the Borrower identified on Schedule
I.


 


“Dollar”
and “$”
mean lawful money of the United States.


 


“Eligible Assignee” means any Person.


 


“Environmental
Laws” means any and all Federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including
those related to hazardous substances or wastes, air emissions and discharges
to wastewater or public water systems.


 


“Environmental
Liability” means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation,
fines, penalties or indemnities), of the Borrower or any of its respective
Subsidiaries directly or indirectly resulting from or based upon (a) violation
of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure
to any Hazardous Materials, (d) the release or threatened release of any
Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.


 


“Equity
Interests” means, with respect to any Person, all of the
shares of capital stock of (or other ownership or profit interests in) such
Person, all of the warrants, options or other rights for the purchase or
acquisition from such Person of shares of capital stock of (or other ownership
or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit
interests in) such Person or warrants, rights or options for the purchase or
acquisition from such Person of such shares (or such other interests), and all
of the other ownership or profit interests in such Person (including, without
limitation, partnership, member or trust interests therein), whether voting or
nonvoting, and whether or not such shares, warrants, options, rights or other
interests are outstanding on any date of determination.


 


“Facility”
has the meaning specified in the preliminary statements hereto.


 


“Federal Funds Rate” shall mean for any day,
an interest 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 for such 


 


4





















 


day (or, if such day is not
a Business Day, for the immediately preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day
which is a Business Day, the average of the quotations at approximately 1:00 p.m.
(New York time) on such day of such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.


 


“Filing Date” has the meaning assigned in the
preliminary statements hereto.


 


“Final Order” means the final order of the
Bankruptcy Court in the Cases authorizing and approving this Agreement and the
other Loan Documents under Sections 364(b) and (e) of the Bankruptcy
Code and entered at or after a final hearing, in form and substance
substantially similar to the Interim Order and otherwise satisfactory to the
Required Lenders and the Borrower.


 


“First Day Orders” means all of the “first day
orders” and related orders submitted on or about the date of the commencement
of the Cases.


 


“FRB”
means the Board of Governors of the Federal Reserve System of the United
States.


 


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


 


“GAAP”
means generally accepted accounting principles in the United States set forth
in the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.


 


“Gaming Authorities” shall mean, in any
jurisdiction in which the Borrower or any of its Subsidiaries manages or
conducts any racing, riverboat and/or casino gaming operations or activities
(including any acquired business), the applicable gaming board, commission or
other governmental authority responsible for interpreting, administering and
enforcing the Gaming Laws including the Nevada Gaming Commission and State
Gaming Control Board and any agency or authority with jurisdiction over gaming
operations on Native American tribal lands.


 


“Gaming Laws” shall mean all laws, rules,
regulations, orders and other enactments applicable to racing, riverboat and/or
casino gaming operations or activities (including any acquired business of the
Borrower or any of its Subsidiaries in any jurisdiction), as in effect from
time to time, including the policies, interpretations and administration
thereof by any Gaming Authorities, including the Nevada Gaming Control Act, as
codified in Chapter 463 of the Nevada Revised Statutes, as amended from time to
time, and the regulations of the Nevada Gaming Commission promulgated
thereunder, as amended from time to time.


 


“Governmental
Authority” means the government of the United States or
any other nation, or of any political subdivision thereof, whether state or
local, and any agency, 


 


5





















 


authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).


 


“Hazardous
Materials” means all explosive or radioactive substances
or wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances, wastes and materials that are considered or deemed to
be, or regulated as, hazardous, toxic, infectious or dangerous under applicable
Law.


 


“Interest
Payment Date” means the last Business Day of each
calendar month (commencing with the first full month after the Closing Date)
and the Maturity Date.


 


“Interim Order” means the order of the
Bankruptcy Court in the Cases in substantially the form attached hereto as Exhibit D
authorizing and approving this Agreement on an interim basis under Sections 364(b) and
(e) of the Bankruptcy Code and entered at a preliminary hearing under
Bankruptcy Rule 4001, in form and substance satisfactory to the Required
Lenders and the Borrower.


 


“Laws”
means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.


 


“Lender”
has the meaning specified in the introductory paragraph hereto.


 


“Lender
Parties” means, collectively, the Agents and the Lenders.


 


“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.


 


“LIBOR Rate” means 0.280% being the rate for
eurodollar deposits as quoted in the Wall Street Journal on the Closing Date
for a term of thirty (30) days and in an amount comparable to the amount of the
Loan requested by the Borrower in accordance with this Agreement, which
determination by the Administrative Agent shall be conclusive in the absence of
manifest error.


 


“Lien”
means any mortgage, pledge, hypothecation, collateral assignment, deposit
arrangement, encumbrance, lien (statutory or other) or charge or preference or
priority over assets or other security interest or preferential arrangement in
the nature of a security interest of any kind or nature whatsoever (including
any conditional sale or other title retention agreement, any easement, right of
way or other encumbrance on title to real property, and any financing lease
having substantially the same economic effect as any of the foregoing).


 


6




















 


“Liquor Authorities” means, in any
jurisdiction in which the Borrower or any of its Subsidiaries sells and
distributes liquor, the applicable alcoholic beverage commission or other
Governmental Authority responsible for interpreting, administering and enforcing
the Liquor Laws.


 


“Liquor Laws” means the laws, rules,
regulations and orders applicable to or involving the sale and distribution of
liquor by the Borrower or any of its Subsidiaries in any jurisdiction, as in
effect from time to time, including the policies, interpretations and
administration thereof by the applicable Liquor Authorities.


 


“Loan
Documents” means, collectively, (i) this Agreement, (ii) the
Notes, and (iii) any document appointing any sub-agent or servicer
pursuant to Section 7.06 that has been approved by the Borrower.


 


“Loan Notice” means a notice of a Borrowing
substantially in the form of Exhibit A.


 


“Maturity
Date” means the earliest of (i) the date which is
seventy-five (75) days after the date that the Interim Order was entered on the
Bankruptcy Court’s docket if the Final Order shall not have been approved by
the Bankruptcy Court on or before such date (unless extended to some later date
with the consent of the Administrative Agent in its sole discretion or such
other longer period as may be expressly agreed to in writing by the Required
Lenders), (ii) February 10, 2010, (iii) ten Business Days after
the effective date of a Plan of Reorganization, as such effective date is
specified in such plan or plans and (iv) the date of the acceleration of
the Loans pursuant to Section 6.02.


 


“Note”
means a promissory note of the Borrower payable to the order of any Lender, in
substantially the form of Exhibit B hereto, evidencing the
aggregate indebtedness of the Borrower to such Lender resulting from the Loans
made by such Lender.


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and
duties of, the Borrower arising under any Loan Document or otherwise with
respect to any Loan, whether direct or indirect (including those acquired by
assumption), absolute or contingent, due or to become due, now existing or
hereafter arising and including interest, fees, expenses, charges and
disbursements. Without limiting the generality of the foregoing, the
Obligations of the Borrower under the Loan Documents include (a) the
obligation to pay principal, interest, charges, expenses, fees, attorneys’ fees
and disbursements, indemnities and other amounts payable by the Borrower under
any Loan Document and (b) the obligation of the Borrower to reimburse any
amount in respect of any of obligation described in clause (a) that the
Administrative Agent or any Lender, in its sole discretion, may elect to pay or
advance on behalf of the Borrower.


 


“Orders”
means the Interim Order and, if any, the Final Order, as applicable.


 


“Organization
Documents” means, (a) with respect to any
corporation, the certificate or articles of incorporation and the bylaws (or
equivalent or comparable constitutive documents); (b) with respect to any
limited liability company, the certificate or articles of formation or
organization and operating agreement; and (c) with respect to any
partnership, joint 


 


7

















 


venture, trust or other form
of business entity, the partnership, joint venture or other applicable
agreement of formation or organization and any agreement, instrument, filing or
notice with respect thereto filed in connection with its formation or
organization with the applicable Governmental Authority in the jurisdiction of
its formation or organization and, if applicable, any certificate or articles
of formation or organization of such entity.


 


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


 


“Outstanding Amount” means with
respect to Loans on any date, the aggregate outstanding principal amount
thereof after giving effect to any borrowings and prepayments or repayments of
Loans occurring on such date.


 


“Parent”
means, collectively, FCP Holding, Inc., Fertitta Partners LLC, and FCP
VoteCo, LLC.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other
entity.


 


“Plan of
Reorganization” means a plan or plans of reorganization in
respect of the Cases.


 


“Prepetition Exclusive Period” has the
meaning given to such term in Section 8.14.


 


“Prepetition Facility” means the credit
facility pursuant to that certain Credit Agreement, dated as of November 7,
2007, among Borrower, the lenders party thereto, Deutsche Bank Trust Company
Americas, as administrative agent, Deutsche Bank Securities Inc. and J.P.
Morgan Securities Inc., as joint lead arrangers and joint bookrunners, JPMorgan
Chase Bank, N.A., as syndication agent, and the other agents party thereto, as
amended, modified and supplemented by the Forbearance Agreement and First
Amendment to the Credit Agreement dated as of March 2, 2009, and all
documents, instruments and agreements (including, without limitation, all
collateral and security documents) executed or delivered in connection
therewith (as the credit agreement and each other document, instrument and
agreement has been amended, waived, modified, supplemented or restated prior to
the Filing Date).


 


“Prepetition Lenders” means the lenders under
the Prepetition Facility.


 


“Prepetition Obligations” has the meaning
given to the term “Obligations” under the Prepetition Facility.


 


“Prepetition Superpriority Claim” means a
claim of the Prepetition Lenders under Section 505(b) of the
Bankruptcy Code against Borrower or any Affiliate Filer in any of the Cases
which is an administrative expense claim having priority over any or all
administrative expenses, including, without limitation, administrative expenses
of the kind specified in Sections 503(b), 506(c) or 507(b) of the
Bankruptcy Code.


 


8

















 


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


 


“Required
Lenders” means, as of any date of determination, Lenders
having more than 50% of the sum of the Total Outstandings.


 


“Responsible
Officer” means the chief executive officer, president,
chief financial or accounting officer, treasurer or assistant treasurer, or, in
the case of a member-managed limited liability company, a member or
member-manager of the Borrower. Any document delivered hereunder that is signed
by a Responsible Officer of the Borrower shall be conclusively presumed to have
been authorized by all necessary corporate, partnership and/or other action on
the part of the Borrower and such Responsible Officer shall be conclusively
presumed to have acted on behalf of the Borrower.


 


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


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company
or other business entity of which a majority of the shares of securities or
other interests having ordinary voting power for the election of directors or
other governing body (other than securities or interests having such power only
by reason of the happening of a contingency) are at the time beneficially
owned, directly, or indirectly through one or more intermediaries, or both, by
such Person. Unless otherwise specified, all references herein to a “Subsidiary”
or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of the Borrower.


 


“Total
Outstandings” means the aggregate Outstanding Amount of
all Loans.


 


“Transaction”
means the execution, delivery and performance by Borrower of this Agreement and
the other Loan Documents to which they may be a party, the borrowing of the
Loans, and the use of the proceeds thereof.


 


“Unaccrued
Indemnity Claims” means claims for indemnification that
may be asserted by the Agents, any Lender or any other Indemnitee under the
Loan Documents that are unaccrued and contingent and as to which no claim,
notice or demand has been given to or made on the Borrower (with a copy to the
Administrative Agent) within five (5) Business Days after the Borrower’s
request therefor to the Administrative Agent (unless the making or giving
thereof is prohibited or enjoined by any applicable Law or any order of any
Governmental Authority); provided that the failure of any Person to make
or give any such claim, notice or demand or otherwise to respond to any such
request shall not be deemed to be a waiver and shall not otherwise affect any
such claim for indemnification.


 


“United
States” and “U.S.”
mean the United States of America.


 


“UST”
means the United States Trustee appointed to serve in the Cases.


 


1.02                           Other
Interpretive Provisions.  With
reference to this Agreement and each other Loan Document, unless otherwise
specified herein or in such other Loan Document:


 


9

















 


(a)                        The definitions of terms herein shall apply equally to the singular
and plural forms of the terms defined. 
Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including”
shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have
the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i) any
definition of or reference to any agreement, instrument or other document
(including any Organization Document) shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein or in any other Loan
Document), (ii) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (iii) the words “herein,” “hereof”
and “hereunder,” and words of similar import when used in any Loan Document, shall
be construed to refer to such Loan Document in its entirety and not to any
particular provision thereof, (iv) all references in a Loan Document to
Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, the Loan Document in
which such references appear, (v) any reference to any law shall include
all statutory and regulatory provisions consolidating, amending replacing or
interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or
supplemented from time to time, and (vi) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.


 


(b)                       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.”


 


(c)                        Section headings herein and in the other Loan Documents
are included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document.


 


1.03                           Rounding.  Any financial ratios required to be
maintained by the 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
herein and rounding the result up or down to the nearest number (with a
rounding-up if there is no nearest number).


 


1.04                           Times Of Day.  Unless otherwise specified, all references
herein to times of day shall be references to Eastern time (daylight or
standard, as applicable).


 


ARTICLE II


THE
BORROWINGS


 


2.01                           The Loans.   Subject to the terms and conditions set
forth herein, for so long as Administrative Agent has cash and cash equivalents
on hand in an amount in excess of $100,000,000, each Lender severally agrees,
and from and after such time as Administrative Agent has cash and cash
equivalents on hand in an amount equal to or less than $100,000,000 to 


 


10

















 


in its discretion make loans
(each such loan, a “Loan”) to the Borrower from time to time, on any
Business Day during the Availability Period; provided that after giving
effect to any Borrowing, the Total Outstandings shall not exceed the Aggregate
Outstandings.


 


2.02                           Borrowings Of
Loans.


 


(a)                        Each Borrowing shall be made upon the Borrower’s irrevocable
notice to the Administrative Agent, which may be given by telephone.


 


(b)                       Following receipt of a Loan Notice, the Administrative Agent
shall promptly notify each Lender in writing or by telecopier or other
electronic communication of the amount of its Applicable Percentage of the
Loans.


 


(c)                        The LIBOR Rate in effect for the term of any Loan borrowed
hereunder shall be 0.280%, being the LIBOR Rate in effect on the Closing
Date.  The Administrative Agent shall
promptly notify the Borrower and the Lenders (in writing or by telecopier or
other electronic communication) of the LIBOR Rate upon determination of such interest
rate pursuant to the preceding sentence.


 


2.03                           Prepayments.  Subject to Section 8.14, the Borrower
may, upon notice to the Administrative Agent at any time or from time to time,
voluntarily prepay Loans in whole or in part without premium or penalty.  If such notice is given by the Borrower, the
Borrower shall make such prepayment, the payment amount specified in such
notice shall be due and payable on the date specified therein and each such
prepayment shall be paid to the Lenders in accordance with their respective
Applicable Percentages.


 


2.04                           Repayment Of
Loans.  Subject to Section 8.14,
the Borrower shall repay to the Administrative Agent on the Maturity Date the
aggregate principal amount of all Loans (for the ratable account of the
Lenders) and all other Obligations (other than Unaccrued Indemnity Claims)
outstanding on such date in cash.


 


2.05                           Interest.


 


(a)                        Subject to the provisions of Section 2.05(b), each Loan
shall bear interest on the outstanding principal amount thereof for the term of
the Loan at a fixed rate per annum equal to the LIBOR Rate (as determined
pursuant to Section 2.02(c)) plus the Applicable Margin.


 


(b)                       (i) If any amount of principal of any Loan is not paid
when due (with regard to any applicable grace periods), whether at stated
maturity, by acceleration or otherwise, such amount shall, upon the request of
the Required Lenders, bear interest at a fixed interest rate per annum at all
times equal to the Default Rate to the fullest extent permitted by applicable
Laws.


 


(ii) While any Event of Default exists, the Borrower
shall pay interest on the principal amount of all outstanding Obligations
hereunder at a fixed interest rate per annum at all times equal to the Default
Rate to the fullest extent permitted by applicable 


 


11

















 


Laws.  Subject to Section 8.14, accrued and
unpaid interest on past due amounts (including interest on past due interest)
shall be due and payable upon demand.


 


(c)                        Subject to Section 8.14, interest on each Loan shall be
due and payable in cash in arrears on each Interest Payment Date applicable
thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable
in accordance with the terms hereof.


 


2.06                           Computation Of
Interest And Fees.  All
computations of fees and interest shall be made on the basis of a 365-day year
and actual days elapsed.  Interest shall
accrue on each Loan for the day on which the Loan is made, and shall not accrue
on a Loan, or any portion thereof, for the day on which the Loan or such portion
is paid; provided that any Loan that is repaid on the same day on which
it is made shall bear interest for one day. 
Each determination by the Administrative Agent of an interest rate or
fee hereunder shall be conclusive and binding for all purposes, absent manifest
error.


 


2.07                           Evidence Of
Indebtedness.


 


(a)                        The Borrowings made by each Lender shall be evidenced by one
or more accounts or records maintained by such Lender and by the Administrative
Agent  in the ordinary course of
business.  The accounts or records
maintained by the Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Borrowings made by the Lenders to
the Borrower and the interest and payments thereon.  Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the
Obligations.  In the event of any
conflict between the accounts and records maintained by any Lender and the accounts
and records of the Administrative Agent in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence
of manifest error.


 


(b)                       Entries made in good faith by each Lender in its account or
accounts pursuant to Section 2.07(a), shall be prima facie
evidence of the amount of principal and interest due and payable or to become
due and payable from the Borrower to such Lender, under this Agreement and the
other Loan Documents, absent manifest error; provided that the failure
of such Lender to make an entry, or any finding that an entry is incorrect, in
such account or accounts shall not limit or otherwise affect the obligations of
the Borrower under this Agreement and the other Loan Documents.


 


2.08                           Payments Generally;
Administrative Agent’s Clawback.


 


(a)                        General.  All payments to be made by the Borrower shall
be made without condition or deduction for any counterclaim, defense,
recoupment or setoff.  The Administrative
Agent will promptly distribute to each Lender its Applicable Percentage (or
other applicable share as provided herein) of such payment in like funds as
received by wire transfer to such Lender’s Lending Office.


 


(b)                       Obligations Of Lenders Several.  The obligations of the Lenders hereunder to
make Loans and to make payments pursuant to Section 8.04(b) are
several and not joint.  The failure of
any Lender to make any Loan or make payments pursuant to Section 


 


12

















 


8.04(b) 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 make payments pursuant to Section 8.04(b).


 


(c)                        Funding Source.  Nothing herein shall be deemed to obligate
any Lender to obtain the funds for any Loan 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 in any particular place or manner.


 


(d)                       Insufficient Payment.  Whenever any payment received by the
Administrative Agent under this Agreement or any of the other Loan Documents is
insufficient to pay in full all amounts due and payable to the Agents and the
Lenders under or in respect of this Agreement and the other Loan Documents on
any date, such payment shall be distributed by the Administrative Agent and
applied by the Agents and the Lenders in the order of priority set forth in Section 6.03.


 


2.09                           Sharing Of Payments By Lenders.  If any Lender shall, by exercising any right
of setoff or counterclaim or otherwise, obtain payment in respect of any
principal of or interest on any of the Loans made by it, resulting in such
Lender’s receiving payment of a proportion of the aggregate amount of such
Loans and accrued interest thereon greater than its pro rata
share thereof as provided herein, then the Lender receiving such greater
proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase
(for cash at face value) participations in the Loans of the other Lenders, or
make such other adjustments as shall be equitable, so that the benefit of all
such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective Loans
and other amounts owing them.


 


2.10                           Priority.  (a) Administrative Priority Claims.  Borrower hereby covenants, represents and
warrants that, upon entry of the Interim Order or the Final Order, whichever is
then in effect, the Obligations of Borrower under the Loan Documents: pursuant
to Section 364(b) of the Bankruptcy Code, shall at all times
constitute joint and several allowed administrative priority administrative
expense claims in the Cases having pari passu
priority with all other costs and expenses of the kind specified in, or ordered
pursuant to, Section 503(b) of the Bankruptcy Code, subject to any
Adequate Protection Claim arising in favor of the lenders under the Prepetition
Facility and further subject to, on and after delivery of notice by the
Administrative Agent to the Borrower (and its counsel), the UST and counsel to
the Creditor’s Committee, if applicable, that an Event of Default has occurred
and is continuing and the Required Lenders desire to trigger the Carve-Out (a “Carve-Out
Trigger Notice”), the Carve-Out (as defined below); provided that,
except as otherwise provided in the Interim Order or the Final Order, whichever
is then in effect, no portion of the Carve-Out shall be utilized for the
payment of professional fees and disbursements incurred in connection with any
challenge to the amount, extent, priority, validity, or enforcement of the
indebtedness of Borrower owing the Lenders. 
“Carve-Out” means (i) the unpaid fees due and payable to the
Clerk of the Court and the Office of the United States Trustee pursuant to 28
U.S.C. § 1930; and (ii) accrued and unpaid costs, fees and expenses
incurred by professionals retained pursuant to Section 327 of the
Bankruptcy Code by the Debtors and any Creditors Committee, (collectively, the “Professionals”),
in each case, incurred prior to delivery of a Carve-Out Trigger Notice and (iii) accrued
and unpaid costs, fees 


 


13

















 


and expenses of Professionals incurred on or subsequent to
delivery of a Carve-Out Trigger Notice to the Borrower, in an aggregate amount
not to exceed $100,000 (the “Professional Expense Cap”), only for so
long as the Event of Default specified in the Carve-Out Trigger Notice shall be
continuing, and in the case of each of subclauses (ii) and (iii) above,
only to the extent such costs, fees and expenses are allowed by the Bankruptcy
Court.  The Professional Expense Cap
shall be reduced, dollar for dollar, by the amount of any fees, costs and
expenses incurred and paid to Professionals subsequent to delivery of a
Carve-Out Trigger Notice. The Lenders agree that Borrower shall be permitted to
pay compensation and reimbursement of expenses allowed and payable under 11
U.S.C. § 330 and 11 U.S.C. § 331, as the same may be due and payable, and the
same shall not reduce the Carve-Out prior to the delivery of a Carve-Out
Trigger Notice.  The foregoing shall not
be construed as a consent to the allowance of any fees and expenses referred to
above and shall not affect the right of the Agents and the Lenders to object to
the allowance and payment of such amounts.


 


(b)                       Set-Off. Subject
to Article VI hereof (including, without limitation,  Section 6.02), upon the occurrence and
during the continuance of any Event of Default, each Agent and each Lender is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law and without further order of or application to the Bankruptcy
Court, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) (other than payroll, trust, withholding and tax
accounts) at any time held and other indebtedness at any time owing by each
Agent and each such Lender to or for the credit or the account of Borrower
against any and all of the obligations of Borrower under the Loan Documents,
whether or not such obligations are then due.


 


(c)                        Discharge.  Borrower agrees that (i) its obligations
hereunder shall not be discharged by the entry of an order confirming a Plan of
Reorganization (and Borrower, pursuant to Section 1141(d)(4) of the
Bankruptcy Code, hereby waives any such discharge) and (ii) the
Administrative Priority Claim granted to the Agents and the Lenders pursuant to
the Interim Order or the Final Order, whichever is then in effect, and
described in Section 2.10(a) shall not be affected in any manner by
the entry of an order confirming a Plan of Reorganization.


 


(d)                       In the event and to the extent that the provisions of this Section 2.10
shall conflict with what is set forth in the Orders, the Orders shall govern.


 


ARTICLE III


CONDITIONS
PRECEDENT TO BORROWINGS


 


3.01                           Conditions Of
Initial Borrowing.  The
obligation of each Lender to make the initial Borrowing hereunder is subject to
satisfaction, or waiver in accordance with Section 8.01, of the following
conditions precedent:


 


(a)                        The Administrative Agent and the Lenders shall have received
each of the following, each of which shall be originals or telecopies (followed
promptly by originals), each dated on or prior to the Closing Date (or, in the
case of certificates of governmental officials, a recent date before the
Closing Date) each in form and substance satisfactory to the Administrative
Agent and each of the Lenders and in such number of copies as may be requested
by the Administrative Agent:


 


14
















 


(i)             duly executed counterparts of this Agreement; and


 


(ii)          a duly executed Loan Notice relating to the initial
Borrowing.


 


(b)                       The Interim Order shall have been entered by the Bankruptcy
Court, shall be in full force and effect and shall not have been amended,
modified, stayed or reversed without the prior written consent of the Required
Lenders.


 


3.02                           Conditions To
All Borrowings.  The
obligation of each Lender to honor any Loan Notice is subject to the following
conditions precedent:


 


(a)                        As of the date of the applicable Borrowing, no Default or
Event of Default has occurred and is continuing, or would result from such
proposed Borrowing or from the application of the proceeds therefrom.


 


(b)                       The Administrative Agent shall have received a duly executed
Loan Notice in accordance with the requirements hereof.


 


(c)                        The Interim Order and/or the Final Order, as applicable,
shall be in full force and effect and shall not have been amended, modified,
stayed or reversed without the prior written consent of the Required Lenders.


 


Each Loan Notice submitted by the Borrower shall be
deemed to be a representation and warranty that the condition specified in Section 3.02(a) has
been satisfied on and as of the date of the applicable Borrowing.


 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES


 


The Borrower represents and warrants to the Agents
and the Lenders on the Closing Date and on each date of a Borrowing that:


 


4.01                           Governmental
Authorization; Other Consents.  Other than approval by the Bankruptcy Court
and Gaming Authorities, no approval, consent, exemption, authorization, or
other action by, or notice to, or filing with, any Governmental Authority or
any other Person is necessary or required in connection with (i) the
execution, delivery or performance by, or enforcement against, the Borrower of
this Agreement, any other Loan Document, or for the consummation of the
Transaction or (ii) the exercise by any Agent or any Lender of its rights
under the Loan Documents, except for the entry of the Interim Order or the
Final Order, authorizations, approvals, actions, notices and filings that have
been (or contemporaneously herewith will be) duly obtained, taken, given or
made and are (or, upon obtaining, taking, giving or making any such
authorization, approval, action, notice or filing, will be) in full force and
effect.


 


4.02                           Binding Effect.  This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by the Borrower.  This Agreement
constitutes, and each other Loan Document when so delivered and 


 


15

















 


upon entry of the Interim
Order or the Final Order, as applicable, will constitute, a legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms, subject to the effect of applicable bankruptcy,
insolvency, reorganization, receivership, moratorium and other similar laws
relating to or affecting creditor’s rights generally, and the effect of general
principles of equity, whether applied by a court of law or equity.


 


4.03                           Margin
Regulations; Investment Company Act.


 


(a)                        The Borrower is not engaged and will not engage, principally
or as one of its important activities, in the business of purchasing or
carrying margin stock (within the meaning of Regulation U issued by the FRB),
or extending credit for the purpose of purchasing or carrying margin stock and
no proceeds of any Borrowings will be used to purchase or carry any margin
stock or to extend credit to others for the purpose of purchasing or carrying
any margin stock.


 


(b)                       Neither the Borrower, nor any Person Controlling the Borrower
or any of its Subsidiaries is or is required to be registered as an “investment
company” under the Investment Company Act of 1940.  Neither the making of any Loan, nor the
application of the proceeds or repayment thereof by the Borrower, nor the
consummation of the other transactions contemplated by the Loan Documents, will
violate any provision of the Investment Company Act of 1940 or any rule,
regulation or order of the SEC thereunder.


 


4.04                           Administrative
Priority Obligations.  On and
after the Closing Date and the entry of the Interim Order (or, if there is no
Interim Order, the Final Order), the Interim Order or the Final Order, as applicable,
and the Loan Documents are sufficient to provide the Administrative Priority
Claims described in, and with the priority provided in, Section 2.10 of
this Agreement and the Orders (it being understood and agreed that in the event
and to the extent that the provisions of Section 2.10 shall conflict with
what is set forth in the Orders, the Orders shall govern).  The Interim Order (or, if there is no Interim
Order, the Final Order) is in full force and effect and has not been vacated,
reversed, modified, amended, rescinded or stayed without the prior written
consent of the Administrative Agent and the Required Lenders.


 


ARTICLE V


AFFIRMATIVE COVENANTS


 


So long as any Loan or other Obligation hereunder
which is accrued and payable shall remain unpaid or unsatisfied, the Borrower
shall, and shall:


 


5.01                           Certificates; Other Information.  Promptly deliver to
the Administrative Agent and each Lender requesting the same, in form
satisfactory to the Administrative Agent, such non-privileged information regarding
the business, financial, legal or corporate affairs (including, without
limitation, customers, assets, liabilities, operations, financial condition and
prospects (other than attorney-client privileged information)) of the Borrower
or any of its wholly-owned Subsidiaries, or compliance with the terms of the
Loan Documents, as the Administrative Agent may from time to time reasonably
request in writing.


 


5.02                           Use Of Proceeds.  Use the proceeds of the Borrowings for
working capital and other general corporate purposes of the Borrower during the
pendency of the Cases to the 


 


16

















 


extent not otherwise
prohibited hereunder or by the Interim Order or Final Order, as applicable,
unless otherwise approved by the Prepetition Lenders.


 


5.03                           Further
Assurances.  Promptly
upon request by any Agent or the Required Lenders through the Administrative
Agent, (i) correct any material defect or error in the execution,
acknowledgment, filing or recordation of any Loan Document, and (ii) execute,
acknowledge, deliver, record, re-record, file, re-file, register and
re-register any and all such further deeds, certificates, assurances and other
instruments as any Agent, or any Lender through the Administrative Agent, may
reasonably require from time to time in order to (A) carry out more
effectively the purposes of the Loan Documents, and (B) assure, convey,
grant, assign, transfer, preserve, protect and confirm more effectively unto
the Lender Parties the rights granted or now or hereafter intended to be
granted to the Lender Parties under any Loan Document or under any other
instrument executed in connection with any Loan Document to which the Borrower
or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries
to do so.


 


ARTICLE VI


EVENTS OF DEFAULT AND REMEDIES


 


6.01                           Events Of
Default.  Any of the following shall
constitute an Event of Default:


 


(a)                        Non-Payment.  The Borrower fails to pay (i) when and
as required to be paid herein, any amount of principal of any Loan, or (ii) within
three Business Days after the same becomes due, any interest on any Loan or any
fee due hereunder, or (iii) within five Business Days after the same
becomes due, any other amount payable hereunder or under any other Loan Document;
or


 


(b)                       Appointment of Trustee.  An order (which has not been stayed) with
respect to any of the Cases shall be entered by the Bankruptcy Court
appointing, or the Borrower or any of its Subsidiaries or Parents shall file an
application for an order with respect to any Case seeking the appointment of a
trustee under Section 1104 of the Bankruptcy Code; or


 


(c)                        Chapter 7 Order.  An order with respect to any of the Cases
shall be entered by the Bankruptcy Court converting such Case to a Chapter 7
case or the Borrower or any Affiliate Filer shall file a motion or not oppose a
motion seeking such relief, unless consented to by the Administrative Agent; or


 


(d)                       Modifications to Bankruptcy Court Orders; Priority; Liens.  An order with
respect to any of the Cases shall be entered by the Bankruptcy Court without
the express prior written consent of the Required Lenders to revoke, reverse,
stay, modify, supplement or amend any of the Interim Order or the Final Order;
or


 


(e)                        Final Order.  The Final Order shall not have been obtained
within seventy-five (75) days after entry of the Interim Order; or


 


(f)                          Restatement Effective Date.  The “Restatement Effective Date” (as such
term is defined in the Prepetition Facility) shall fail to occur before February 10,
2010; or


 


17

















 


6.02                           Remedies Upon
Event of Default.  If any
Event of Default occurs and is continuing, with five (5) Business Days’
prior written notice to the Borrower (with a copy to counsel for the Borrower,
counsel for the Creditor’s Committee, the UST and the Bankruptcy Court) and
without further order of or application to the Bankruptcy Court, the
Administrative Agent shall at the request of, or may, with the consent of, the
Required Lenders, take any or all of the following actions:


 


(a)                        declare the unpaid principal amount of all outstanding Loans,
all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Borrower; and


 


(b)                       subject to Section 8.14, exercise on behalf of itself,
the other Agents and the Lenders all rights and remedies available to it, the
other Agents and the Lenders under the Loan Documents.


 


In the
event and to the extent that the provisions of this Section 6.02 conflict
with what is set forth in the Orders, the Orders shall govern.


 


6.03                           Application Of
Funds.  After the exercise of remedies
provided for in Section 6.02, any amounts received on account of the
Obligations shall be applied by the Administrative Agent in the following
order:


 


First, to payment of that portion of the Obligations
constituting fees, indemnities, expenses and other amounts (other than
principal and interest but including fees, charges and disbursements of counsel
to any Agent) payable to the Agents in their capacities as such ratably among
them in proportion to the amounts described in this clause First payable to
them;


 


Second, to payment of that portion of the
Obligations constituting fees, indemnities and other amounts (other than
principal and interest) payable to the Lenders (including fees, charges and
disbursements of counsel to the respective Lenders), ratably among them in
proportion to the amounts described in this clause Second payable to them;


 


Third, to payment of that portion of the Obligations
constituting accrued and unpaid interest on the Loans and other Obligations
ratably among the Lenders in proportion to the respective amounts described in
this clause Third payable to them;


 


Fourth, to payment of that portion of the
Obligations constituting unpaid principal of the Loans ratably among the
Lenders in proportion to the respective amounts described in this clause Fourth
held by them;


 


Fifth, to the payment of all other Obligations of
the Borrower owing under or in respect of the Loan Documents that are then due
and payable to the Agents and the other Lender Parties on such date, ratably
based upon the respective aggregate amounts of all such Obligations owing to
the Agents and the other Lender Parties on such date; and


 


18

















 


Last, the balance, if any, after all of the
Obligations have been indefeasibly paid in full (excluding, for this purpose,
any Unaccrued Indemnity Claims), to the Borrower or as otherwise required by
Law.


 


ARTICLE VII


ADMINISTRATIVE AGENT


 


7.01                           Authorization
and Action.  Each Lender
hereby appoints and authorizes each Agent to take such action as agent on its
behalf and to exercise such powers and discretion under this Agreement and the
other Loan Documents as are delegated to such Agent by the terms hereof and
thereof, together with such powers and discretion as are reasonably incidental
thereto; provided, however, that no Agent shall be required to
take any action that exposes such Agent to personal liability or that is
contrary to this Agreement or applicable law. 
Each Agent agrees to give to each Lender prompt notice of each notice given
to it by the Borrower pursuant to the terms of this Agreement.


 


7.02                           Agent’s
Reliance, Etc.  Neither any
Agent nor any of their respective directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it or them under
or in connection with the Loan Documents, except for its or their own gross
negligence or willful misconduct. 
Without limitation of the generality of the foregoing, each Agent: shall
not have any duty to ascertain or to inquire as to the performance, observance
or satisfaction of any of the terms, covenants or conditions of any Loan
Document on the part of the Borrower or the existence at any time of any
Default under the Loan Documents or to inspect the property (including the
books and records) of the Borrower and shall incur no liability under or in
respect of any Loan Document by acting upon any notice, consent, certificate or
other instrument or writing (which may be by telecopier, electronic mail or
Internet or intranet posting or other distribution) believed by it to be
genuine and signed or sent by the proper party or parties.


 


7.03                           Agents Entitled to Act as Lender.  With respect to the Loans made by it and the
Notes issued to it, if any, each Agent shall have the same rights and powers
under the Loan Documents as any other Lender and may exercise the same as
though it were not an Agent; and the term “Lender” shall, unless otherwise
expressly indicated, include each Agent in its individual capacity.


 


7.04                           Indemnification Of Agents.  (a) Each Lender severally agrees to
indemnify each Agent or any Related Party (in each case, to the extent not
reimbursed by the Borrower) from and against such Lender’s Applicable
Percentage of any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever that may be imposed on, incurred by, or asserted against such
Agent or any Related Party in any way relating to or arising out of the Loan
Documents or any action taken or omitted by such Agent or any Related Party
under the Loan Documents (collectively, the “Indemnified Costs”); provided,
however, that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from such Agent’s or any
Related Party’s gross negligence or willful misconduct as found in a final,
non-appealable judgment by a court of competent jurisdiction.


 


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(b)                       Without limitation of the foregoing, each Lender agrees to
reimburse each Agent or any Related Party promptly upon demand for its
Applicable Percentage of any costs and expenses (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought) (including,
without limitation, reasonable fees and expenses of counsel) payable by the
Borrower under Section 8.04, to the extent that such Agent or any Related
Party is not promptly reimbursed for such costs and expenses by the
Borrower.  In the case of any
investigation, litigation or proceeding giving rise to any Indemnified Costs,
this Section 7.04 applies whether any such investigation, litigation or
proceeding is brought by any Lender or any other Person.  The obligations of the Lenders under this
Subsection (b) are subject to the provisions of Section 2.08(b).


 


(c)                        The failure of any Lender to reimburse any Agent or any
Related Party, as the case may be, promptly upon demand for its Applicable
Percentage of any amount required to be paid by the Lenders to such Agent or
any Related Party, as the case may be, as provided herein shall not relieve any
other Lender of its obligation hereunder to reimburse such Agent or Related
Party, as the case may be, for its Applicable Percentage of such amount, but no
Lender shall be responsible for the failure of any other Lender to reimburse
such Agent or Related Party, as the case may be, for such other Lender’s
Applicable Percentage of such amount. 
Without prejudice to the survival of any other agreement of any Lender
hereunder, the agreement and obligations of each Lender contained in this Section 7.04
shall survive the payment in full of principal, interest and all other amounts
payable hereunder and under the other Loan Documents.


 


7.05                           Successor
Agents.  Any Agent may resign at any
time by giving 30 days’ prior written notice thereof to the Lenders and the
Borrower and any Agent may be removed at any time with or without cause by the
Required Lenders by providing written notice thereof to such Agent and the
Borrower.  Upon any such resignation or
removal, the Required Lenders shall have the right to appoint a successor Agent
(which, unless an Event of Default has occurred and is continuing at the time
of such appointment, shall be reasonably acceptable to the Borrower).  If no successor Agent shall have been so
appointed by the Required Lenders, and shall have accepted such appointment,
within 45 days after the retiring or removed Agent’s giving of notice of
resignation or receipt of notice of removal, then the retiring or removed Agent
may, on behalf of the Lenders, appoint a successor Agent, which, unless an
Event of Default shall have occurred and is continuing, shall be reasonably
acceptable to the Borrower.  If within 45
days after written notice is given of the retiring or removed Agent’s
resignation or removal under this Section 7.05 no successor Agent shall
have been appointed and shall have accepted such appointment, then on such 45th
day (a) the retiring Agent’s resignation or the removed Agent’s removal
shall become effective, (b) the retiring or removed Agent shall thereupon
be discharged from its duties and obligations under the Loan Documents and (c) the
Required Lenders shall thereafter perform all duties of the retiring or removed
Agent under the Loan Documents until such time, if any, as the Required Lenders
appoint a successor Agent as provided above. 
After any retiring or removed Agent’s resignation hereunder as Agent
shall have become effective, the provisions of this Article VII shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent under this Agreement.


 


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7.06                           Delegation of
Duties.  Any Agent may perform any and all
of its duties and exercise its rights and powers under this Agreement or under
any other Loan Document by or through any one or more sub-agents or servicers
appointed by such Agent.


 


ARTICLE VIII


MISCELLANEOUS


 


8.01                           Amendments, Etc.  No amendment or waiver of any provision of
this Agreement or any other Loan Document (other than any document appointing a
sub-agent or servicer of any Agent pursuant to Section 7.06), and no
consent to any departure by the Borrower therefrom, shall be effective unless
in writing signed by the Lenders and the Borrower, and each such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.


 


8.02                           Notices and
Other Communications; Facsimile Copies.


 


(a)                        Notices Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopier as follows, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be
made to the applicable telephone number, as follows:


 


(i)             if to the Borrower or the Administrative Agent, to the
address, telecopier number, electronic mail address or telephone number
specified for such Person on Schedule 8.02; provided that any
such notice or other communication shall upon notice from the Administrative
Agent be provided to any sub-agent or servicer appointed pursuant to Section 7.06
hereto as designated by Administrative Agent from time to time; and


 


(ii)          if to any other Lender, to the address, telecopier number,
electronic mail address or telephone number specified in its Administrative
Questionnaire.


 


Notices sent by hand or overnight courier service,
or mailed by certified or registered mail, shall be deemed to have been given
when received.  Notices sent by
telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next Business Day for the
recipient).


 


(b)                       Reliance By Administrative Agent and Lenders.  The Administrative
Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Loan Notice) 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 the
Administrative Agent, each Lender and the Related Parties of each of them from
all losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on 


 


21

















 


behalf of the Borrower. 
All telephonic notices to and other telephonic communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of
the parties hereto hereby consents to such recording.


 


8.03                           No Waiver;
Cumulative Remedies.  No failure
by any Lender or the Administrative Agent to exercise, and no delay by any such
Person in exercising, any right, remedy, power or privilege hereunder or any
other Loan Document shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege.  The rights,
remedies, powers and privileges herein provided, and provided under each other
Loan Document, are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.


 


8.04                           Expenses;
Indemnity; Damage Waiver.


 


(a)                        Costs and Expenses.  Subject to Section 8.14, the Borrower
agrees to pay on demand (i) all reasonable documented out-of-pocket costs
and expenses of the Agents (including any sub-agent or servicer of the
Administrative Agent) in connection with the administration, modification and
amendment of, or any consent or waiver under, the Loan Documents (whether or
not the transactions contemplated hereby or thereby shall be consummated)
(including, without limitation, (A) all reasonable documented
transportation, computer, duplication, appraisal, audit, insurance, consultant,
search, filing and recording fees and expenses and (B) the reasonable
documented out-of-pocket fees and expenses of one counsel for the Agents with
respect thereto and one counsel for any sub-agent or servicer appointed under Section 7.06,
with respect to advising the same as to its rights and responsibilities, or the
perfection, protection, interpretation or preservation of rights or interests,
under the Loan Documents, with respect to negotiations with the Borrower or
with other creditors of the Borrower or any of its Subsidiaries and with
respect to presenting claims in or otherwise participating in or monitoring any
bankruptcy, insolvency or other similar proceeding involving creditors’ rights
generally and any proceeding ancillary thereto), and (ii) all reasonable
documented out-of-pocket costs and expenses of each Agent and each Lender in
connection with the enforcement or protection of its rights in connection with
the Loan Documents, whether in any action, suit or litigation, or any
bankruptcy, insolvency or other similar proceeding affecting creditors’ rights
generally and all reasonable documented out-of-pocket costs and expenses of
each Agent and each Lender with respect to any negotiations arising out of any
Default (including, without limitation, the fees and expenses of counsel for
each Agent and each Lender with respect thereto).  The Borrower further agrees to pay any stamp
or Other Taxes that may be payable in connection with the execution or delivery
of any Loan Document.


 


(b)                       Payments.  All amounts due under this Section shall
be payable not later than ten (10) Business Days after written demand
therefor.


 


(c)                        Survival.  The agreements in this Section shall
survive the resignation of any Agent, the replacement of any Lender, and the
repayment, satisfaction or discharge of all the other Obligations.


 


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8.05                           Successors and
Assigns.


 


(a)                        Successors and Assigns Generally.  The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except
that the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender and no
Lender may assign or otherwise transfer any of its rights or obligations
hereunder except to an Eligible Assignee in accordance with the provisions of Section 8.06(b) (and
any other attempted assignment or transfer by any party hereto shall be null
and void).  Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby,
and, to the extent expressly contemplated hereby, the Related Parties of each
of the Administrative Agent and the Lenders) any legal or equitable right,
remedy or claim under or by reason of this Agreement.


 


(b)                       Assignments By Lenders.  Any Lender may at any time assign to one or
more Eligible Assignees all or a portion of its rights and obligations under
this Agreement.


 


(c)                        Register.  The Administrative Agent, acting solely for
this purpose as an agent of the Borrower, shall maintain at the Administrative
Agent’s Office a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and
principal amounts of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”).  The entries in the Register shall be
conclusive absent manifest error, and the Borrower, the Agents and the Lenders
may treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. 
The Register shall be available for inspection by the Borrower at any
reasonable time and from time to time upon reasonable prior notice.  In addition, at any time that a request for a
consent for a material or other substantive change to the Loan Documents is
pending, any Lender may request and receive from the Administrative Agent a
copy of the Register.


 


8.06                           Interest Rate
Limitation. 
Notwithstanding anything to the contrary contained in any Loan Document,
the interest paid or agreed to be paid under the Loan Documents shall not
exceed the maximum rate of non-usurious interest permitted by applicable Law
(the “Maximum Rate”).  If any
Agent or any Lender shall receive interest in an amount that exceeds the
Maximum Rate, the excess interest shall be applied to the principal of the
Loans or, if it exceeds such unpaid principal, refunded to the Borrower.  In determining whether the interest
contracted for, charged, or received by an Agent or a Lender exceeds the
Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize
any payment that is not principal as an expense, fee, or premium rather than
interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize,
prorate, allocate, and spread in equal or unequal parts the total amount of
interest throughout the contemplated term of the Obligations hereunder.


 


8.07                           Counterparts;
Integration; Effectiveness.  This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each
of which 


 


23

















 


shall constitute an
original, but all of which when taken together shall constitute a single
contract.  This Agreement and the other
Loan Documents constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 3.01, this
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto.  Delivery of an
executed counterpart of a signature page of this Agreement by telecopy
shall be effective as delivery of a manually executed counterpart of this Agreement.


 


8.08                           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 each Agent
and each Lender, regardless of any investigation made by any Agent or any
Lender or on their behalf and notwithstanding that any Agent or any Lender may
have had notice or knowledge of any Default at the time of any Borrowing, and
shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied.


 


8.09                           Severability.  If any provision of this Agreement or the
other Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to
replace the illegal, invalid or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions.  The
invalidity of a provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.


 


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


 


8.11                           Governing Law; Jurisdiction; Etc.  GOVERNING LAW.  THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF, AND, TO THE
EXTENT APPLICABLE, THE BANKRUPTCY CODE. 
THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF
AND ITS PROPERTY, TO THE BANKRUPTCY COURT, OR IN THE EVENT THAT THE BANKRUPTCY
COURT DOES NOT HAVE JURISDICTION OVER ANY MATTER OR IF IT HAS JURISDICTION BUT
DOES NOT EXERCISE SUCH JURISDICTION FOR ANY REASON, THEN TO THE NONEXCLUSIVE
JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES
OF AMERICA SITTING IN 


 


24

















 


NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY THEREOF, IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN THE BANKRUPTCY COURT, ANY SUCH
NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN SUCH
FEDERAL COURT.


 


8.12                           Gaming Authorities
and Liquor Authorities.  This
Agreement is subject to the Gaming Laws and the Liquor Laws.  Without limiting the foregoing, the Agents
and the Lenders acknowledge that rights, remedies and powers in or under this
Agreement may be exercised only to the extent that the exercise thereof does
not violate any applicable provisions of the Gaming Laws and the Liquor Laws
and only to the extent that any required approvals (including prior approvals)
are obtained from the requisite Gaming Authorities and the Liquor
Authorities.  Each of the Agents and
Lenders agrees to cooperate with the applicable Gaming Authorities in
connection with the administration of their regulatory jurisdiction over the
Borrower and its Subsidiaries, including, without limitation, to the extent not
inconsistent with the internal policies of Agent or Lender and any applicable
legal or regulatory restrictions, the provision of such documents or other
information as may be requested by any such Gaming Authorities relating to the
Agents, any of the Lenders or the Borrower, or the Loan Documents.  Notwithstanding any other provision of this
Agreement, the Borrower expressly authorizes each Agent and Lender to cooperate
with the applicable Gaming Authorities as described above.


 


8.13                           Certain Matters
Affecting Lenders.


 


(a)                        If any Gaming Authority shall determine that any Lender does
not meet suitability standards prescribed under applicable Gaming Laws (a “Former
Lender”), the Administrative Agent shall have the right (but not the duty)
to cause such Former Lender (and such Former Lender hereby irrevocably agrees)
to assign its outstanding Loans, if any, in full to one or more Eligible
Assignees (each a “Substitute Lender”) in accordance with the provisions
of Section 8.06 and the Former Lender shall pay any fees payable
thereunder in connection with such assignment; provided, (1) on the
date of such assignment, the Substitute Lender shall pay to the Former Lender
an amount equal to the sum of (A) an amount equal to the principal of, and
all accrued interest on, all outstanding Loans of the Former Lender, and (B) an
amount equal to all accrued, but theretofore unpaid fees owing to such Former
Lender; and (2) on the date of such assignment, the Borrower shall pay any
amounts payable to such Former Lender as if it were a prepayment.  The Borrower shall bear the costs and
expenses of any Lender required by any Gaming Authorities to file an
application for a finding of suitability in connection with the investigation
of an application by the Borrower or its Subsidiaries for a license to operate
a gaming establishment.


 


(b)                       Notwithstanding the provisions of Section 8.13(a), if
any Lender becomes a Former Lender, and if the Administrative Agent fails to
find a Substitute Lender pursuant to Section 8.13(a) within any time
period specified by the appropriate Gaming Authority for the withdrawal of a
Former Lender (the “Withdrawal Period”), the Borrower shall 


 


25

















 


immediately prepay in full the outstanding amount of all
Loans of such Former Lender, together with all unpaid fees owing to such Former
Lender and any amounts payable to such Former Lender as if it were a prepayment
and, in each case where applicable, with accrued interest thereon to the
earlier of (x) the date of payment or (y) the last day of the
applicable Withdrawal Period.  Upon the
prepayment of all amounts owing to any Former Lender, if any (whether pursuant
to Section 8.13(a) or this Section 8.13(b)), such Former Lender
shall no longer constitute a “Lender” for purposes hereof; provided
that, any rights of such Former Lender to indemnification hereunder shall
survive as to such Former Lender.


 


8.14                           Subordination
of Rights to Repayment, Reimbursement, Set-Off, Etc.  Notwithstanding anything foregoing to the
contrary, from the Closing Date until such time when all of the Prepetition
Obligations and any Prepetition Superpriority Claims have been indefeasibly
paid in full in cash or refinanced under a Plan of Reorganization to which the
Prepetition Lenders have consented (the “Prepetition Exclusive Period”), the
Borrower and each Affiliate Filer shall be prohibited from making any payment
in cash or other assets to the Agents or Lenders in connection with the
Facility.   Notwithstanding anything foregoing
to the contrary, during the Prepetition Exclusive Period, the Agents and
Lenders shall be prohibited from enforcing any right to repayment,
reimbursement, indemnification or set-off arising under or in connection with
the Facility except that any Agent or Lender shall be allowed to prosecute the
allowance of an unsecured administrative claim in connection with the
Cases.  Any amount which otherwise would
have been due and payable hereunder (whether at stated maturity, by
acceleration or otherwise) to the Agents or Lenders but for the prohibition set
forth in the first sentence of this Section 8.14 (each such amount, a “Deferred
Payment Amount”) shall accrue interest at the Default Rate to the fullest
extent permitted by applicable law from the time such amount would have been
due and payable but for the prohibition set forth in the first sentence of this
Section 8.14 until such time as the Deferred Payment Amount has been
repaid in full with accreted interest thereon. 
Each Deferred Payment Amount and any accreted interest thereon shall be
immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Borrower,
upon termination of the Prepetition Exclusive Period.


 


26

















 


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


 


 


	
   

  	
  STATION
  CASINOS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas M. Friel

  
	
   

  	
   

  	
  Name:

  	
  Thomas M. Friel

  
	
   

  	
   

  	
  Title: 

  	
  Executive Vice President,

  Chief Accounting Officer and Treasurer

  



 


27

















 


	
   

  	
  VISTA
  HOLDINGS, LLC, as

  
	
   

  	
  Administrative
  Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard Haskins

  
	
   

  	
   

  	
  Name:

  	
  Richard Haskins

  
	
   

  	
   

  	
  Title:

  	
  Manager

  



 


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