Exhibit 10.01

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SEVENTH AMENDMENT TO  CREDIT AGREEMENT

Dated as of June 15, 2001,
effective as of May 29, 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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SEVENTH AMENDMENT TO CREDIT AGREEMENT

THIS
SEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Seventh Amendment to Credit Agreement") is dated as of June 15, 2001,
effective as of May 29, 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 (t) that certain Credit Agreement (the "CA") dated as of February 26,
1998, (u) that certain First Amendment to Credit Agreement (the "First Amendment to Credit Agreement") dated as of January 29, 1999,
(v) 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, (w) that certain Third Amendment to Credit Agreement (the "Third Amendment to Credit Agreement") dated as of
June 2, 2000, (x) that certain Fourth Amendment to Credit Agreement (the "Fourth Amendment to Credit Agreement") dated as of
July 27, 2000, (y) that certain Fifth Amendment to Credit Agreement (the "Fifth Amendment to Credit Agreement") dated as of
December 29, 2000 and (z) that certain Sixth Amendment to Credit Agreement (the "Sixth Amendment to Credit Agreement") dated as of
March 30, 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 and the Sixth 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 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
I.1.Certain Defined Terms. The following terms (whether or not italicized) when used in this Seventh Amendment to Credit
Agreement and the Credit Agreement, as amended by this Seventh Amendment to Credit Agreement, including all preamble and recitals, shall, except where the context otherwise requires, have the
following meanings:

"Effective Date" is defined inSection 3.1.

"Deemed Cash Equity Contribution" shall mean, for the sole purpose of calculating EBITDA 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 deemed to have been made by the Sponsors with respect to the Fiscal

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Quarter ending March 31, 2001, but only if the Sponsors have made Cash Equity Contributions in the amount of the FQ2 Cash Equity Contributions in accordance with the Keep-Well
Agreement, as amended by the First Amendment to Keep-Well Agreement and the Second Amendment to Keep-Well Agreement, and if such FQ2 Cash Equity Contributions have not been
made in accordance with the Keep-Well Agreement, as so amended, then the Cash Equity Contributions with respect to the Fiscal Quarter ending March 31, 2001 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 shall be the Deemed Cash Equity
Contribution. 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 and the Second Amendment to Keep-Well Agreement.

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

"FQ2 Cash Equity Contributions" is defined in the Second Amendment to Keep-Well Agreement.

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

"First Amendment to Keep-Well Agreement" shall mean the First Amendment to Keep-Well Agreement dated as of
March 30, 2001.

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

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

"Second Amendment to Keep-Well Agreement" is defined inclause (a)ofSection 3.1.

"Seventh Amendment to Credit Agreement" is defined in thepreamble.

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

"Sponsors" is defined in the Second Amendment to Keep-Well Agreement.

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

SECTION
I.2.Other Defined Terms; Construction. For purposes of this Seventh 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 Seventh Amendment to Credit Agreement, and the rules of construction set forth in Article Iof the CA shall apply to this Seventh Amendment to Credit Agreement.

ARTICLE
II

AMENDMENTS

SECTION
II.1.Amendments. The parties hereto hereby agree that from and after the Effective Date, the following amendments shall be
made to the Credit Agreement:

(a) From
and after the Effective Date, the definition of EBITDA in the Credit Agreement shall be deleted in its entirety and the following definition of EBITDA shall be
substituted in its place:

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



plus



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plus



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 Quarter ending March 31, 2001,
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)ofSection 7.2.4, EBITDA for such period shall equal the product of (x) the sum of the
amounts determined pursuant toclauses (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."





SECTION
III.1.Conditions to Effectiveness. This Seventh 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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In
order to induce the Administrative Agent to enter into this Seventh Amendment to Credit Agreement on behalf of the Lenders, the Borrower hereby reaffirms, as of the date of this
Seventh Amendment to Credit Agreement, its representations and warranties contained in Article VI of the Credit Agreement and the Disbursement Agreement and additionally represents and warrants
unto each Financing Party as set forth in thisArticle VI.

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

SECTION
IV.2.Due Authorization, Non-Contravention, etc.The execution, delivery and performance by the Borrower of this
Seventh Amendment to Credit Agreement and each other document executed or to be executed by it in connection with this Seventh 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
IV.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 Seventh Amendment to Credit
Agreement or any other document to be executed by it or any other Person in connection with this Seventh Amendment to Credit Agreement.

SECTION
IV.4.Validity, etc.This Seventh Amendment to Credit Agreement constitutes, and each other document executed by the Borrower
in connection with this Seventh 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
IV.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.

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SECTION IV.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
IV.7.Release by the Borrower. (a) As an inducement to the Administrative Agent to enter into this Seventh 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, 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 Seventh Amendment to Credit Agreement (the "Released Claims").





SECTION
V.1.Reservation of Rights. The Borrower agrees that neither this Seventh 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

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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.

SECTION
V.2.Ratification of and References to the Credit Agreement. This Seventh Amendment to Credit Agreement shall be deemed to be
an amendment to the Credit Agreement, and the Credit Agreement, as amended by this Seventh 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 Seventh Amendment to Credit Agreement.

SECTION
V.3.Headings. The various headings of this Seventh Amendment to Credit Agreement are inserted for convenience only and shall
not affect the meaning or interpretation of this Seventh Amendment to Credit Agreement or any provisions hereof.

SECTION
V.4.Applicable Law. THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
SEVENTH 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
V.5.Cross-References. References in this Seventh Amendment to Credit Agreement to any Article or Section are, unless otherwise
specified, to such Article or Section of this Seventh Amendment to Credit Agreement.

SECTION
V.6.Loan Document. This Seventh 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
V.7.Successors and Assigns. This Seventh Amendment to Credit Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.

SECTION
V.8.Counterparts. This Seventh 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 Seventh Amendment to Credit Agreement as of the day and year first above written.

| |  | ALADDIN GAMING, LLC                                 
| |  | ----------------------------------------------------
| |  | By:                                                 
| |  |                                                     
| |  |                                                     
| |  | THE BANK OF NOVA SCOTIA, as
the Administrative Agent
| |  | By:                                                 
| |  |                                                     
| |  |                                                     

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