EXHIBIT 10.02

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EIGHTH AMENDMENT TO  CREDIT AGREEMENT

Dated
as of July 30, 2001,

effective
as of June 30, 2001

(amending
the Credit Agreement,

dated
as of February 26, 1998)

between

ALADDIN
GAMING, LLC,

as
the Borrower,

and

THE
BANK OF NOVA SCOTIA,
as the Administrative Agent for Various Financial Institutions.

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EIGHTH AMENDMENT TO CREDIT AGREEMENT

THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this "Eighth Amendment to Credit Agreement") is dated as of
July 30, 2001, effective as of June 30, 2001 by and between ALADDIN GAMING, LLC, a Nevada limited-liability company (the"Borrower") and
THE BANK OF NOVA SCOTIA, as administrative agent (together with any successor thereto in such capacity, the"Administrative Agent") for the various
financial institutions as are or may become parties hereto (collectively, the"Lenders").

In
consideration of the mutual agreements herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders, the Administrative Agent, Merrill Lynch Capital Corporation, as the syndication agent for the Lenders, and CIBC Oppenheimer
Corp., as the documentation agent for the Lenders, have heretofore entered into (s) that certain Credit Agreement (the "CA") dated as of
February 26, 1998, (t) that certain First Amendment to Credit Agreement (the "First Amendment to Credit Agreement") dated as of
January 29, 1999, (u) that certain Second Amendment to Credit
Agreement (the "Second Amendment to Credit Agreement") dated as of April 5, 1999, effective as of March 10, 1999, (v) that certain
Third Amendment to Credit Agreement (the "Third Amendment to Credit Agreement") dated as of June 2, 2000, (w) that certain Fourth
Amendment to Credit Agreement (the "Fourth Amendment to Credit Agreement") dated as of July 27, 2000, (x) that certain Fifth Amendment to
Credit Agreement (the "Fifth Amendment to Credit Agreement") dated as of December 29, 2000, (y) that certain Sixth Amendment to Credit
Agreement (the "Sixth Amendment to Credit Agreement") dated as of March 30, 2001 and (z) that certain Seventh Amendment to Credit
Agreement (the "Seventh Amendment to Credit Agreement") dated as of June 15, 2001, effective as of May 29, 2001 (the CA, as amended by the
First Amendment to Credit Agreement, the Second Amendment to Credit Agreement, the Third Amendment to Credit Agreement, the Fourth Amendment to Credit Agreement, the Fifth Amendment to Credit
Agreement, the Sixth Amendment to Credit Agreement and the Seventh Amendment to Credit Agreement shall be referred to herein as the "Credit Agreement");
and

WHEREAS,
the Borrower has requested the Lenders to enter into certain additional amendments of the Credit Agreement; and

WHEREAS,
each of the parties hereto is willing, on the terms and subject to the conditions hereinafter set forth, to so amend the Credit Agreement, but only upon the terms and
conditions set forth below.

NOW,
THEREFORE, in consideration of the agreements contained herein, the parties hereto agree as follows:

ARTICLE I    DEFINITIONS

SECTION 1.1.Certain Defined Terms. The following terms (whether or not italicized) when used in this Eighth
Amendment to Credit Agreement and the Credit Agreement, as amended by this Eighth Amendment to Credit Agreement, including all preambles and recitals, shall, except where the context otherwise
requires, have the following meanings:

"Effective Date" is defined inSection 4.1.

"Eighth Amended to Credit Agreement" is defined in thepreamble.

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"Fifth Amendment to Credit Agreement" is defined in thefirst recital.

"First Amendment to Credit Agreement" is defined in thefirst recital.

"Fourth Amendment to Credit Agreement" is defined in thefirst recital.

"Second Amendment to Credit Agreement" is defined in thefirst recital.

"Seventh Amendment to Credit Agreement" is defined in thefirst recital.

"Sixth Amendment to Credit Agreement" is defined in thefirst recital.

"Third Amendment to Credit Agreement" is defined in thefirst recital.

"Third Amendment to Keep-Well Agreement" is defined inclause (a)of Section 4.1.

SECTION
1.2.Other Defined Terms; Construction. For purposes of this Eighth Amendment to Credit Agreement, capitalized terms used but
not defined herein shall have the meanings assigned to them in the Credit Agreement, as amended by this Eighth Amendment to Credit Agreement, and the rules of construction set forth in Article Iof
the CA shall apply to this Eighth Amendment to Credit Agreement.

ARTICLE II    AMENDMENTS

SECTION 2.1.Amendments. The parties hereto hereby agree that from and after the Effective Date, the following
amendments shall be made to the Credit Agreement:



"Applicable Base Rate Margin" means, (w) relative to any Term B Loan, (1) on any date prior to June 30, 2001,
2.50%per annum, (2) on any date from and after the Effective Date of the Eight Amendment to Credit Agreement and prior to June 30, 2002,
10.00%per annum, as such rate may be reduced from time to time upon the occurrence of an Interest Reduction Event as set forth on Schedule I
annexed to the Eighth Amendment to Credit Agreement, and (3) on any date from and after June 30, 2002, 2.50%per annum,
(x) relative to any Term C Loan, (1) on any date prior to June 30, 2001, 3.00%per annum, (2) on any date from and after the
Effective Date of the Eighth Amendment to Credit Agreement and prior to June 30, 2002, 10.00%per annum, as such rate may be reduced from time to
time upon the occurrence of an Interest Reduction Event as set forth on Schedule I annexed to the Eighth Amendment to Credit Agreement, and (3) on any date from and after June 30,
2002, 3.00%per annum; (y) relative to any Term D Loan, (1) on any date prior to June 30, 2001, 3.50%per
annum, (2) on any date from and after the Effective Date of the Eighth Amendment to Credit Agreement and prior to June 30, 2002, 10.50% per annum, as such rate may be
reduced from time to time upon the occurrence of an Interest Reduction Event as set forth on Schedule I annexed to
the Eighth Amendment to Credit Agreement, and (3) on any date from and after June 30, 2002, 3.50%per annum; and (z) relative to
any Term A Loan, (1) on any date prior to February 18, 2001, 2.00%per annum, (2) on any date from and after February 18,
2001 and prior to June 30, 2001, theper annumpercentage set forth below opposite the Total Debt to EBITDA Ratio set forth in the Current
Compliance Certificate, (3) on any date from and after the Effective Date of the Eighth Amendment to Credit Agreement and prior to June 30, 2002, 10.00%per
annum, as such rate may be reduced from time to time upon the occurrence of an Interest Reduction Event as set forth on Schedule I annexed to the Eighth Amendment to
Credit Agreement, and (4) on any date from and

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after June 30, 2002, theper annumpercentage set forth below opposite the Total Debt to EBITDA Ratio set forth in the Current Compliance
Certificate:

Total Debt to EBITDA Ratio

Applicable Base Rate Margina4.5:1

2.00
%a4.0:1 and < 4.5:1

1.75
%a3.5:1 and < 4.0:1

1.50
%a3.0:1 and < 3.5:1

1.00
%a2.5:1 and < 3.0:1

0.75
%< 2.5:1

0.50
%"




"Applicable LIBO Rate Margin" means, (w) relative to any Term B Loan, (1) on any date prior to June 30, 2001,
3.50%per annum, (2) on any date from and after the Effective Date of the Eighth Amendment to Credit Agreement and prior to June 30, 2002,
11.00%per annum, as such rate may be reduced from time to time upon the occurrence of an Interest Reduction Event, and (3) on any date from and
after June 30, 2002, 3.50%per annum, (x) relative to any Term C Loan, (1) on any date prior to June 30, 2001, 4.00% per annum,
(2) on any date from and after the Effective Date of the Eighth Amendment to Credit Agreement and prior to June 30, 2002,
11.00%per annum, as such rate may be reduced from time to time upon the occurrence of an Interest Reduction Event, and (3) on any date from and
after June 30, 2002, 4.00%per annum; (y) relative to any Term D Loan, (1) on any date prior to June 30, 2001, 4.50% per annum,
(2) on any date from and after the Effective Date of the Eighth Amendment to Credit Agreement and prior to June 30, 2002,
11.50%per annum, as such rate may be reduced from time to time upon the occurrence of an Interest Reduction Event, and (3) on any date from and
after June 30, 2002, 4.5%; and (z) relative to any Term A Loan, (1) on any date prior to February 18, 2001, 3.00%per annum,
(2) on any date from and after February 18, 2001 and prior to June 30, 2001, theper annumpercentage set forth below opposite the
Total Debt to EBITDA Ratio set forth in the Current Compliance Certificate, (3) on any date from and after the Effective Date of the Eighth Amendment to Credit Agreement and prior to
June 30, 2002, 11.00%per annum, as such rate may be reduced from time to time upon the occurrence of an Interest Reduction Event, and
(4) on any date from and after June 30, 2002, theper annumpercentage set forth below opposite the Total Debt to EBITDA Ratio set forth
in the Current Compliance Certificate:

Total Debt to EBITDA Ratio

Applicable LIBO Rate Margina4.5:1

3.00
%a4.0:1 and < 4.5:1

2.75
%a3.5:1 and < 4.0:1

2.50
%a3.0:1 and < 3.5:1

2.00
%a2.5:1 and < 3.0:1

1.75
%< 2.5:1

1.50
%"




"Deemed Cash Equity Contribution" shall mean, for the sole purpose of calculating EBITDA (i) for the Fiscal Quarter closing on
March 31, 2001 and for no other purpose, a Cash Equity Contribution in the amount of $13,300,000 and (ii) for the Fiscal Quarters closing on June 30, 2001, September 30,
2001, December 31, 2001 and March 31, 2002, and for no other purpose, a Cash Equity Contribution in the amount which, when added to the Borrower's EBITDA for the four quarter period
ending on the

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last day of such Fiscal Quarter, will result in the Borrower being in compliance with the Minimum Fixed Charge Coverage Ratio, but only if the Sponsors have made Cash Equity Contributions in the
amount of the FQ2 Cash Equity Contributions (for the Fiscal Quarter closing on March 31, 2001) and in the amount of the FQ Cash Equity Contributions (for the Fiscal Quarters closing on
June 30, 2001, September 30, 2001, December 31, 2001 or March 31, 2002 as the case may be), in accordance with the Keep-Well Agreement, as amended by the First
Amendment to Keep-Well Agreement, the Second Amendment to Keep-Well Agreement, and the Third Amendment to Keep-Well Agreement. If such FQ2 Cash Equity Contributions
or any FQ Cash Equity Contributions have not been made in accordance with the Keep-Well Agreement, as so amended, then the Deemed Cash Equity Contributions for the Fiscal Quarter ending
(x) March 31, 2001 shall be the Cash Equity Contributions actually made by the Sponsors in accordance with the Keep-Well Agreement, as amended by the First Amendment to
Keep-Well Agreement, on or before May 30, 2001 or (y) June 30, 2001, September 30, 2001, December 31, 2001 or March 31, 2002 shall be the Cash
Equity Contributions actually made by the Sponsors for such Fiscal Quarter in accordance with the Keep-Well Agreement, as amended by the First Amendment to Keep-Well Agreement,
the Second Amendment to Keep-Well Agreement and the Third Amendment to
Keep-Well Agreement. In no event shall the Deemed Cash Equity Contribution apply to or in any way limit any obligation of the Sponsors under the Keep-Well Agreement, as amended
by the First Amendment to Keep-Well Agreement, the Second Amendment to Keep-Well Agreement and the Third Amendment to Keep-Well Agreement."



" 'EBITDA' means, for the Borrower only, for any applicable period, the sum (without duplication) of







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provided,however, that in computing EBITDA (i) for purposes of determining the 'Total Debt to
EBITDA Ratio' inclause (h)(i)(B)ofSection 7.2.6or the amount of 'Excess Cash Flow',
the 'Applicable Base Rate Margin' or the 'Applicable LIBO Rate Margin',subclauses (c)and(d)shall be
excluded from such computation, (ii) for purposes of determining the amount of Cash Equity Contributions made by the Sponsors with respect to the Fiscal Quarters ending March 31, 2001,
June 30, 2001, September 30, 2001, December 31, 2001 and March 31, 2002, the amount thereof shall be the Deemed Cash Equity Contributions, (iii) for any period of
four consecutive Fiscal Quarters ending on or prior to June 30, 2001 for purposes of determining compliance with respect to the covenants inclauses
(a),(b)and(d)of Section 7.2.4, EBITDA for such period shall equal the
product of (x) the sum of the amounts determined pursuant to clauses (a),(b),(c)and(d)for all Post-Conversion Fiscal Quarters that have then been completedmultiplied by(y) a fraction, the numerator of which is equal to 4 and the denominator of which is equal to the number of Post-Conversion Fiscal Quarters which have then been completed, and
(iv) for purposes of determining compliance with the covenant inclause (e)of Section 7.2.4for any Fiscal Quarter ending on or prior to
June 30, 2001, EBITDA shall be calculated for the period beginning on
August 18, 2000 and ending on the date of the most recently completed Post-Conversion Fiscal Quarter."



"Interest Reduction Event" is defined on Schedule I annexed to the Eighth Amendment to Credit Agreement.



"(c)
(i) From and after the Conversion Date, the Borrower shall make mandatory prepayments of principal (the 'Mandatory
Prepayments') of all Loans in addition to the Scheduled Amortization on the dates and in the amounts set forth in Section 7.1.19of the Credit Agreement andSchedule IIIannexed to the Eighth Amendment to
Credit Agreement, the application of which shall be as set forth initems (ii)and(iii)of this clause (c).

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"SECTION
3.2.3.Payment Dates. Interest accrued on each Loan shall be payable, without duplication:



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Interest
accrued on Loans or other monetary Obligations arising under this Agreement or any other Loan Document after the date such amount is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise) shall be payable upon demand and not added to principal."

ARTICLE III    WAIVERS BY THE LENDERS

SECTION 3.1.Waivers Pertaining to Financial Condition and Operations. The Borrower has not performed its
covenants underclause (a),clause (b)and clause (d)ofSection 7.2.4of the Credit Agreement, as amended by the Sixth Amendment to
Credit Agreement and as further amended by this Eighth Amendment to Credit Agreement, with respect to the Fiscal Quarters ending on or prior to June 30, 2001. The Borrower does not expect to
perform its covenants underclause (a),clause (b), and clause (d)ofSection 7.2.4of the Credit Agreement, as amended by the Sixth Amendment to
Credit Agreement and as further amended by this Eighth Amendment to Credit Agreement, with respect to the Fiscal Quarters ending on or prior to June 30, 2002. As of the Effective Date, the
Lenders agree that the Borrower's failure to perform its covenants (x) underclause (a), clause (b)andclause 
(d)of Section 7.2.4of the Credit Agreement, as amended by the Sixth Amendment to Credit Agreement and further amended by this Eighth Amendment to
Credit Agreement, are hereby waived with respect to the Fiscal Quarters ending on or prior to June 30, 2002.

ARTICLE IV    CONDITIONS PRECEDENT AND COVENANT; AMENDMENT FEE

SECTION 4.1.Conditions to Effectiveness. This Eighth Amendment to Credit Agreement shall be and become
effective on the date (the "Effective Date") on which each of the following conditions precedent shall have been satisfied.



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upon
which certificate the Administrative Agent and each Lender (collectively, the "Financing Parties") may conclusively rely until it shall have
received a further certificate of an Authorized Representative of such Person canceling or amending such prior certificate.



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ARTICLE V    REPRESENTATIONS AND WARRANTIES

In order to induce the Administrative Agent to enter into this Eighth Amendment to Credit Agreement on behalf of the Lenders, the Borrower hereby reaffirms, as
of the date of this Eighth Amendment to Credit Agreement, its representations and warranties contained inArticle VIof the Credit Agreement and
the Disbursement Agreement and additionally represents and warrants unto each Financing Party as set forth in thisArticle IV.

SECTION
5.1.Matters Pertaining to the GECC Facilities Agreement and the Discount Note Indenture. The Borrower has performed in all
material respects its obligations under the GECC Facilities Agreement and the Discount Note Indenture. To the best knowledge of the Borrower, no act or condition exists which, with the giving of
notice or passage of time, would constitute a "Default" or "Event of Default" (as defined in the Credit
Agreement, the GECC Facilities Agreement and the Discount Note Indenture). No material adverse change has occurred with respect to the financial condition, business, property, prospects or ability of
the Borrower to perform in all material respects its

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obligations under any Operative Document or any of the documents evidencing and securing the FF&E Financing to which it is a party.

SECTION
5.2.Due Authorization, Non-Contravention, etc.The execution, delivery and performance by the Borrower of this
Eighth Amendment to Credit Agreement and each other document executed or to
be executed by it in connection with this Eighth Amendment to Credit Agreement are within the Borrower's powers, have been duly authorized by all necessary action, and do not



and
the Financing Parties may conclusively rely on such representation and warranty.

SECTION
5.3.Government Approval, Regulation, etc.No authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or other Person is required for the due execution, delivery or performance by the Borrower or any other Person of this Eighth Amendment to Credit
Agreement or any other document to be executed by it or any other Person in connection with this Eighth Amendment to Credit Agreement.

SECTION
5.4.Validity, etc.This Eighth Amendment to Credit Agreement constitutes, and each other document executed by the Borrower in
connection with this Eighth Amendment to Credit Agreement, on the due execution and delivery thereof, will constitute, the legal, valid and binding obligations of the Borrower enforceable in
accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors rights generally and by
general principles of equity.

SECTION
5.5.Limitation. Except as expressly provided hereby, all of the representations, warranties, terms, covenants and conditions
of the Credit Agreement and each other Operative Document shall remain unamended and unwaived and shall continue to be, and shall remain, in full force and effect in accordance with their respective
terms. The amendments and modifications set forth herein shall be limited precisely as provided for herein, and shall not be deemed to be a waiver of, amendment of, consent to or modification of any
other term or provision of the Credit Agreement, the GECC
Facilities Agreement, any Operative Document, the Discount Note Indenture or other Instrument referred to therein or herein, or of any transaction or further or future action on the part of the
Borrower or any other Person which would require the consent of the Agents, the Lenders, GECC or the Discount Note Indenture Trustee or any other Person.

SECTION
5.6.Offsets and Defenses. The Borrower has no offsets or defenses to its obligations under the Loan Documents and no claims or
counterclaims against any of the Agents or the Lenders.

SECTION
5.7.Release by the Borrower. (a) As an inducement to the Administrative Agent to enter into this Eighth Amendment to
Credit Agreement on behalf of the Lenders, the Borrower hereby releases and discharges the Lenders and the Agents, and their respective successors and assigns, and all officers, directors, employees,
agents, representatives, insurers and attorneys of each of them from all actions, counterclaims, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds,

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bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, and demands whatsoever, in law, admiralty or equity,
against the Lenders, the Agents and/or their successors and assigns which the Borrower ever had, now has or hereafter can, shall or may, have for, upon, or by reason of any matter, cause or thing
whatsoever from the beginning of the world to the day of the date of this Eighth Amendment to Credit Agreement (the "Released Claims").





ARTICLE VI    MISCELLANEOUS PROVISIONS

SECTION 6.1.Reservation of Rights. The Borrower agrees that neither this Eighth Amendment to Credit Agreement
nor the making of any Advance by the Disbursement Agent and the Administrative Agent's consent thereto either before or after the Effective Date shall constitute (w) an approval of all or any
portion of any Advance Request, (x) a waiver or forbearance by the Disbursement Agent or the Administrative Agent under any of the Loan Documents, (y) the acceptance by the Disbursement
Agent or the Administrative Agent of any course of conduct by the Borrower, the Sponsors, the Completion Guarantors or any other Person or (z) an agreement by the Administrative Agent to amend
any of the Loan Documents without all required approvals including, without limitation, approval from the Required Lenders. The Borrower further agrees that the Administrative Agent and the
Disbursement Agent reserve all rights, remedies and options under the Loan Documents to require the Borrower to satisfy in all respects the conditions relating to each Advance and perform all of its
obligations under the Loan Documents which are then due and owing or are susceptible of performance, as the case may be.

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SECTION 6.2.Ratification of and References to the Credit Agreement. This Eighth Amendment to Credit Agreement shall be deemed to be an
amendment to the Credit Agreement, and the Credit Agreement, as amended by this Eighth Amendment to Credit Agreement, shall continue in full force and effect and is hereby ratified, approved and
confirmed in each and every respect. All references to the Credit Agreement in any other document, instrument, agreement or writing shall hereafter be deemed to refer to the Credit Agreement, as
amended by this Eighth Amendment to Credit Agreement.

SECTION
6.3.Headings. The various headings of this Eighth Amendment to Credit Agreement are inserted for convenience only and shall
not affect the meaning or interpretation of this Eighth Amendment to Credit Agreement or any provisions hereof.

SECTION
6.4.Applicable Law. THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS EIGHTH
AMENDMENT TO CREDIT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES OF SUCH STATE.

SECTION
6.5.Cross-References. References in this Eighth Amendment to Credit Agreement to any Article or Section are, unless otherwise
specified, to such Article or Section of this Eighth Amendment to Credit Agreement.

SECTION
6.6.Loan Document. This Eighth Amendment to Credit Agreement is a Loan Document executed pursuant to the Credit Agreement and
shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Credit Agreement.

SECTION
6.7.Successors and Assigns. This Eighth Amendment to Credit Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.

SECTION
6.8.Counterparts. This Eighth Amendment to Credit Agreement may be executed by the parties hereto in any number of
counterparts and on separate counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.

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



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SCHEDULE I
To Eighth Amendment to Credit Agreement

The
Applicable Base Rate Margin and the Applicable LIBO Rate Margin relative to any Term A Loan, Term B Loan, Term C Loan and Term D Loan shall be reduced from time to time by the
percentage set forth below opposite the applicable event (each, an "Interest Reduction Event") upon the occurrence of any Interest Reduction Event from
and after the Effective Date of the Eighth Amendment to Credit Agreement and prior to June 30, 2002:

|Interest Reduction Event                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Percentage Reduction |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------- | -
|The date on which LCNI directly owns, free and clear of all Liens (other than Liens in favor of the Administrative Agent for the benefit of the Secured Parties), approximately 85% of the Holdings Common Membership Interests.                                                                                                                                                                                                                     |  | 2.00                 | %
|The Applicable Base Rate Margin shall be further reduced on the date on which the Administrative Agent shall deliver on behalf of the Lenders a release of the Music Project Parcel from the Deed of Trust in accordance with Section 7.1.19 and a
Mandatory Prepayment is made in accordance with item (ii) of clause (c) of Section 3.1.1 provided that the Release Price is greater than or equal to $15,000,000.                                 |  | 1.00                 | %
|The Applicable Base Rate Margin shall be further reduced on the date on which contributions to the Borrower made by or on behalf of the Sponsors from and after the Effective Date of the Eighth Amendment to Credit Agreement aggregate $15,000,000 or
more, which contributions shall be in cash, not made as a loan and made on terms and conditions satisfactory to the Administrative Agent as determined on good faith in its sole discretion. |  | 0.50                 | %

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SCHEDULE II
To Eighth Amendment to Credit Agreement

|Date                                                      |  | Scheduled Repayment of Term A Loan ($136MM) |  | Scheduled Repayment of Term B Loan ($114MM) |  | Scheduled Repayment of Term C Loan ($160MM) |  | Scheduled Repayment of Term D Loan ($50MM)
|--------------------------------------------------------- |  | ------------------------------------------- |  | ------------------------------------------- |  | ------------------------------------------- |  | ------------------------------------------
|End of First Fiscal Quarter following the Conversion Date |  | 4.00                                        |  | 0.30                                        |  | 0.40                                        |  | None                                      
|End of Second Fiscal Quarter thereafter                   |  | 4.0                                         |  | 0.30                                        |  | 0.40                                        |  | 0.125                                     
|End of Third Fiscal Quarter thereafter                    |  | 4.0                                         |  | 0.30                                        |  | 0.40                                        |  | 0.125                                     
|End of Fourth Fiscal Quarter thereafter                   |  | 0.0                                         |  | 0.0                                         |  | 0.0                                         |  | 0.0                                       
|End of Fifth Fiscal Quarter thereafter                    |  | 0.0                                         |  | 0.0                                         |  | 0.0                                         |  | 0.0                                       
|End of Sixth Fiscal Quarter thereafter                    |  | 0.0                                         |  | 0.0                                         |  | 0.0                                         |  | 0.0                                       
|End of Seventh Fiscal Quarter thereafter                  |  | 0.0                                         |  | 0.0                                         |  | 0.0                                         |  | 0.0                                       
|End of Eighth Fiscal Quarter thereafter                   |  | 24.00                                       |  | 1.5                                         |  | 2.0                                         |  | 0.625                                     
|End of Ninth Fiscal Quarter thereafter                    |  | 7.00                                        |  | 0.30                                        |  | 0.40                                        |  | 0.125                                     
|End of Tenth Fiscal Quarter thereafter                    |  | 7.00                                        |  | 0.30                                        |  | 0.40                                        |  | 0.125                                     
|End of Eleventh Fiscal Quarter thereafter                 |  | 7.00                                        |  | 0.30                                        |  | 0.40                                        |  | 0.125                                     
|End of Twelfth Fiscal Quarter thereafter                  |  | 7.00                                        |  | 0.30                                        |  | 0.40                                        |  | 0.125                                     
|End of Thirteenth Fiscal Quarter thereafter               |  | 8.00                                        |  | 0.30                                        |  | 0.40                                        |  | 0.125                                     
|End of Fourteenth Fiscal Quarter thereafter               |  | 8.00                                        |  | 0.30                                        |  | 0.40                                        |  | 0.125                                     
|End of Fifteenth Fiscal Quarter thereafter                |  | 8.00                                        |  | 0.30                                        |  | 0.40                                        |  | 0.125                                     
|End of Sixteenth Fiscal Quarter thereafter                |  | 8.00                                        |  | 0.30                                        |  | 0.40                                        |  | 0.125                                     
|End of Seventeenth Fiscal Quarter thereafter              |  | 10.00                                       |  | 0.30                                        |  | 0.40                                        |  | 0.125                                     
|End of Eighteenth Fiscal Quarter thereafter               |  | 10.00                                       |  | 0.30                                        |  | 0.40                                        |  | 0.125                                     
|End of Nineteenth Fiscal Quarter thereafter               |  | 10.00                                       |  | 0.30                                        |  | 0.40                                        |  | 0.125                                     
|End of Twentieth Fiscal Quarter thereafter                |  | 8.75                                        |  | 0.30                                        |  | 0.40                                        |  | 0.125                                     
|End of Twenty-First Fiscal Quarter thereafter             |  |                                             |  | 17.00                                       |  | 0.40                                        |  | 0.125                                     
|End of Twenty-Second Fiscal Quarter thereafter            |  |                                             |  | 17.00                                       |  | 0.40                                        |  | 0.125                                     
|End of Twenty-Third Fiscal Quarter thereafter             |  |                                             |  | 17.00                                       |  | 0.40                                        |  | 0.125                                     
|End of Twenty-Fourth Fiscal Quarter thereafter            |  |                                             |  | 17.00                                       |  | 0.40                                        |  | 0.125                                     
|End of Twenty-Fifth Fiscal Quarter thereafter             |  |                                             |  | 20.00                                       |  | 0.40                                        |  | 0.125                                     
|End of Twenty-Sixth Fiscal Quarter thereafter             |  |                                             |  | 20.00                                       |  | 0.40                                        |  | 0.125                                     
|End of Twenty-Seventh Fiscal Quarter thereafter           |  |                                             |  |                                             |  | 23.80                                       |  | 0.125                                     
|End of Twenty-Eighth Fiscal Quarter thereafter            |  |                                             |  |                                             |  | 23.80                                       |  | 0.125                                     
|End of Twenty-Ninth Fiscal Quarter thereafter             |  |                                             |  |                                             |  | 25.50                                       |  | 0.125                                     
|End of Thirtieth Fiscal Quarter thereafter                |  |                                             |  |                                             |  | 25.50                                       |  | 0.125                                     
|End of Thirty-First Fiscal Quarter thereafter             |  |                                             |  |                                             |  | 25.50                                       |  | 0.125                                     
|End of Thirty-Second Fiscal Quarter thereafter            |  |                                             |  |                                             |  | 25.50                                       |  | 0.125                                     
|End of Thirty-Third Fiscal Quarter therea                 |  |                                             |  |                                             |  |                                             |  | 25.50                                     
|End of Thirty-Fourth Fiscal Quarter thereafter            |  |                                             |  |                                             |  |                                             |  | 20.625                                    

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SCHEDULE III
To Eighth Amendment to Credit Agreement

MANDATORY
PAYMENTS AND PREPAYMENTS

|Date                                                                                                                                                                                            |  | Percentage of Excess Cash Flow                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|End of each of the First Fiscal Quarter following the Conversion Date (October 31, 2000) and the Second Fiscal Quarter following the Conversion Date                                            |  | 75% of Excess Cash Flow shall be paid as a Mandatory Prepayment in accordance with clause (c) of Section 3.1.1 unless the Total Debt to EBITDA Ratio is greater than 3.50:1.0 in which case such percentage shall be
100%.                                                                                                                                                                                                                                                                                  
|End of Third Fiscal Quarter following the Conversion Date                                                                                                                                       |  | 100% of Excess Cash Flow shall be paid first to the Consenting Lenders (as defined in the Sixth Amendment to Credit Agreement) in accordance with Section 5.2 of the Sixth Amendment to Credit Agreement until the Sixth
Amendment Fee has been paid in full; thereafter 75% of remaining Excess Cash Flow shall be paid as a Mandatory Prepayment in accordance with clause (c) of Section 3.1.1 unless the Total Debt to EBITDA Ratio is greater than 3.50:1.0 in which case such
percentage shall be 100%
|End of each of the Fourth Fiscal Quarter following the Conversion Date and the end of each Fiscal Quarter thereafter through the End of the Eighth Fiscal Quarter following the Conversion Date |  | 100% of Excess Cash Flow shall be paid first to the Consenting Lenders in accordance with Section 5.2 of the Sixth Amendment to Credit Agreement until the Sixth Amendment Fee has been paid in full; thereafter 60% of
remaining Excess Cash Flow shall be paid as a Mandatory Prepayment in accordance with clause (c) of Section 3.1.1 unless the Total Debt to EBITDA Ratio is greater than 3.50:1.0 in which case such percentage shall be 100%.                                                       
|End of Ninth Fiscal Quarter following the Conversion Date and the end of each Fiscal Quarter thereafter                                                                                         |  | 100% of Excess Cash Flow shall be paid first to the Consenting Lenders in accordance with Section 5.2 of the Sixth Amendment to Credit Agreement until the Sixth Amendment Fee has been paid in full; thereafter 55% of
remaining Excess Cash Flow shall be paid as a Mandatory Prepayment in accordance with clause (c) of Section 3.1.1 unless the Total Debt to EBITDA Ratio is greater than 3.50:1.0 in which case such percentage shall be 100%.                                                       

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