Exhibit 4.17

EXECUTION

LOAN
AGREEMENT

Dated
as of January 24, 2003

among

THE
UNITED AUBURN INDIAN COMMUNITY,

as
Borrower

The
Lenders herein named,

BANK
OF AMERICA, N.A.,

as
Administrative Agent

and

WELLS
FARGO BANK, N.A.,

as
Syndication Agent

BANC
OF AMERICA SECURITIES, LLC and WELLS FARGO BANK, N.A.,
Co-Lead Arrangers and Co-Book Managers

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TABLE OF CONTENTS

|          |  |                                                                          |  | Page
|--------- |  | ------------------------------------------------------------------------ |  | ----
|ARTICLE 1 |  | DEFINITIONS AND ACCOUNTING TERMS                                         |  | 1   
|1.1       |  | Defined Terms                                                            |  | 1   
|1.2       |  | Use of Defined Terms                                                     |  | 26  
|1.3       |  | Accounting TermsFiscal Periods                                          |  | 26  
|1.4       |  | Rounding                                                                 |  | 27  
|1.5       |  | Exhibits and Schedules                                                   |  | 27  
|1.6       |  | Miscellaneous Terms                                                      |  | 27  
|ARTICLE 2 |  | LOANS AND LETTERS OF CREDIT                                              |  | 27  
|2.1       |  | Loans-General                                                            |  | 27  
|2.2       |  | Base Rate Loans                                                          |  | 29  
|2.3       |  | Eurodollar Rate Loans                                                    |  | 29  
|2.4       |  | Tax Exempt Loans                                                         |  | 29  
|2.5       |  | Letters of Credit                                                        |  | 30  
|2.6       |  | Swing Line                                                               |  | 32  
|2.7       |  | Administrative Agent's Right to Assume Funds Available for Advances      |  | 34  
|2.8       |  | Voluntary Reduction of Commitments                                       |  | 34  
|2.9       |  | Mandatory Reductions of Commitments                                      |  | 35  
|2.10      |  | Reallocation of Commitments                                              |  | 36  
|2.11      |  | Optional Increases to Commitments                                        |  | 36  
|ARTICLE 3 |  | PAYMENTS AND FEES                                                        |  | 37  
|3.1       |  | Principal and Interest                                                   |  | 37  
|3.2       |  | Co-Lead Arrangers' Fees                                                  |  | 38  
|3.3       |  | Upfront and Other Fees                                                   |  | 39  
|3.4       |  | Commitment Fees                                                          |  | 39  
|3.5       |  | Letter of Credit Fees                                                    |  | 39  
|3.6       |  | Administrative Fees                                                      |  | 39  
|3.7       |  | Increased Commitment Costs                                               |  | 39  
|3.8       |  | Eurodollar Costs and Related Matters                                     |  | 40  
|3.9       |  | Default Rate                                                             |  | 42  
|3.10      |  | Computation of Interest and Fees                                         |  | 43  
|3.11      |  | Non-Business Days                                                        |  | 43  
|3.12      |  | Manner and Treatment of Payments                                         |  | 43  
|3.13      |  | Funding Sources                                                          |  | 44  
|3.14      |  | Failure to Charge Not Subsequent Waiver                                  |  | 44  
|3.15      |  | Administrative Agent's Right to Assume Payments Will be Made by Borrower |  | 44  
|3.16      |  | Fee Determination Detail                                                 |  | 44  
|3.17      |  | Concerning The Tax Exempt Loans                                          |  | 45  
|3.18      |  | Survivability                                                            |  | 45  

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|ARTICLE 4 |  | REPRESENTATIONS AND WARRANTIES                                            |  | 46
|--------- |  | ------------------------------------------------------------------------- |  | --
|4.1       |  | Existence and Qualification; Power; Compliance With Laws                  |  | 46
|4.2       |  | AuthorityNo Contravention as to Borrower                                 |  | 46
|4.3       |  | AuthorityStation                                                         |  | 47
|4.4       |  | No Governmental Approvals Required                                        |  | 47
|4.5       |  | The Nature of Borrower                                                    |  | 48
|4.6       |  | No Management Contract                                                    |  | 48
|4.7       |  | Financial Statements                                                      |  | 48
|4.8       |  | No Other Liabilities; No Material Adverse Effect                          |  | 48
|4.9       |  | Title to and Location of Property                                         |  | 48
|4.10      |  | Real Property                                                             |  | 48
|4.11      |  | Intangible Assets                                                         |  | 48
|4.12      |  | Governmental Regulation                                                   |  | 49
|4.13      |  | Litigation                                                                |  | 49
|4.14      |  | Binding Obligations                                                       |  | 49
|4.15      |  | No Default                                                                |  | 49
|4.16      |  | ERISA                                                                     |  | 49
|4.17      |  | Regulations T, U and X; Investment Company Act                            |  | 49
|4.18      |  | Disclosure                                                                |  | 49
|4.19      |  | Tax Liability                                                             |  | 50
|4.20      |  | Projections                                                               |  | 50
|4.21      |  | Employee Matters                                                          |  | 50
|4.22      |  | Gaming Laws                                                               |  | 50
|4.23      |  | Security Interests                                                        |  | 50
|4.24      |  | Hazardous Materials                                                       |  | 50
|4.25      |  | Arbitration                                                               |  | 50
|4.26      |  | Deposit Accounts                                                          |  | 50
|4.27      |  | The Tax Exempt Loans                                                      |  | 51
|4.28      |  | Management and Development Agreements; Investments by Station             |  | 51
|ARTICLE 5 |  | AFFIRMATIVE COVENANTS (OTHER THAN INFORMATION AND REPORTING REQUIREMENTS) |  | 51
|5.1       |  | Payment of Taxes and Other Potential Liens                                |  | 51
|5.2       |  | Maintenance of Properties                                                 |  | 51
|5.3       |  | Maintenance of Insurance                                                  |  | 52
|5.4       |  | Compliance With Laws                                                      |  | 52
|5.5       |  | Preservation of Licenses and Permits                                      |  | 52
|5.6       |  | Inspection Rights                                                         |  | 52
|5.7       |  | Keeping of Records and Books of Account                                   |  | 53
|5.8       |  | Compliance With Agreements                                                |  | 53
|5.9       |  | Use of Proceeds                                                           |  | 53
|5.10      |  | Hazardous Materials Laws                                                  |  | 53
|5.11      |  | Deposit and Brokerage Accounts                                            |  | 54
|5.12      |  | Tax Exempt Loans                                                          |  | 54
|5.13      |  | Sub Debt Contribution Notes                                               |  | 54
|5.14      |  | Government Approvals                                                      |  | 54

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|ARTICLE 6  |  | NEGATIVE COVENANTS                                          |  | 54
|---------- |  | ----------------------------------------------------------- |  | --
|6.1        |  | Payment of Subordinated Obligations                         |  | 54
|6.2        |  | Disposition of Property                                     |  | 54
|6.3        |  | Investments and Acquisitions                                |  | 55
|6.4        |  | Hostile Tender Offers                                       |  | 55
|6.5        |  | Distributions                                               |  | 55
|6.6        |  | ERISA                                                       |  | 56
|6.7        |  | Liens; Negative Pledges; Sales and Leasebacks               |  | 56
|6.8        |  | Indebtedness and Contingent Obligations                     |  | 56
|6.9        |  | Transactions with Affiliates                                |  | 57
|6.10       |  | Use of Gaming Property Expenditures                         |  | 57
|6.11       |  | Minimum Adjusted Gaming EBITDAM and Sub Debt Contributions  |  | 57
|6.12       |  | Leverage Ratio                                              |  | 57
|6.13       |  | Fixed Charge Coverage Ratio                                 |  | 57
|6.14       |  | Capital Expenditures                                        |  | 57
|6.15       |  | Deposit Accounts                                            |  | 58
|6.16       |  | Construction Covenants                                      |  | 58
|6.17       |  | Tax Exempt Notes                                            |  | 59
|6.18       |  | Synthetic Leases                                            |  | 61
|ARTICLE 7  |  | RECOURSE COVENANTS                                          |  | 61
|7.1        |  | Continual Operation of the Thunder Valley Casino            |  | 61
|7.2        |  | Remittance of Available Cash Flow                           |  | 61
|7.3        |  | Sovereign Immunity; Jurisdiction and Venue                  |  | 62
|7.4        |  | Preservation of Existence; Operation                        |  | 62
|7.5        |  | Ownership of The Thunder Valley Casino; Management          |  | 62
|7.6        |  | Prohibited Transactions                                     |  | 62
|7.7        |  | Amendments to Certain Documents                             |  | 62
|7.8        |  | Impairment of Contracts; Imposition of Governmental Charges |  | 62
|7.9        |  | Segregation of Gaming Property                              |  | 63
|7.10       |  | Trust Property                                              |  | 63
|7.11       |  | Recourse Obligations; Liens on Gaming Property              |  | 63
|7.12       |  | Bankruptcy Matters; Etc.                                    |  | 63
|7.13       |  | Impairment of Contracts                                     |  | 63
|7.14       |  | Tax Exempt Loans                                            |  | 63
|ARTICLE 8  |  | INFORMATION AND REPORTING REQUIREMENTS                      |  | 64
|8.1        |  | Financial and Business Information                          |  | 64
|8.2        |  | Compliance Certificates                                     |  | 66
|ARTICLE 9  |  | CONDITIONS                                                  |  | 67
|9.1        |  | Initial Advances on the Closing Date                        |  | 67
|9.2        |  | Advances Under the Tax Exempt Commitment                    |  | 69
|9.3        |  | Any Advance                                                 |  | 69
|ARTICLE 10 |  | EVENTS OF DEFAULT                                           |  | 70
|10.1       |  | Events of Default                                           |  | 70
|10.2       |  | Remedies Upon Event of Default                              |  | 73

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|ARTICLE 11 |  | THE ADMINISTRATIVE AGENT                                           |  | 75
|---------- |  | ------------------------------------------------------------------ |  | --
|11.1       |  | Appointment and Authorization                                      |  | 75
|11.2       |  | Delegation of Duties                                               |  | 75
|11.3       |  | Liability of Administrative Agent                                  |  | 75
|11.4       |  | Reliance by Administrative Agent                                   |  | 76
|11.5       |  | Notice of Default                                                  |  | 76
|11.6       |  | Credit Decision; Disclosure of Information by Administrative Agent |  | 76
|11.7       |  | Indemnification of Administrative Agent                            |  | 77
|11.8       |  | Administrative Agent in its Individual Capacity                    |  | 77
|11.9       |  | Successor Administrative Agent                                     |  | 77
|11.10      |  | Administrative Agent May File Proofs of Claim                      |  | 78
|11.11      |  | Collateral Matters                                                 |  | 79
|11.12      |  | Other Agents; Arrangers and Managers                               |  | 79
|ARTICLE 12 |  | MISCELLANEOUS                                                      |  | 79
|12.1       |  | Cumulative Remedies; No Waiver                                     |  | 79
|12.2       |  | Amendments; Consents                                               |  | 79
|12.3       |  | Costs, Expenses and Taxes                                          |  | 80
|12.4       |  | Nature of Lenders' Obligations                                     |  | 81
|12.5       |  | Survival of Representations and Warranties                         |  | 81
|12.6       |  | Notices and Other Communications; Facsimile Copies                 |  | 82
|12.7       |  | Execution of Loan Documents                                        |  | 83
|12.8       |  | Binding Effect; Assignment                                         |  | 83
|12.9       |  | Right of Setoff                                                    |  | 86
|12.10      |  | Sharing of Setoffs                                                 |  | 86
|12.11      |  | Indemnification by Borrower                                        |  | 87
|12.12      |  | Nonliability of the Lenders                                        |  | 87
|12.13      |  | No Third Parties Benefited                                         |  | 88
|12.14      |  | Confidentiality                                                    |  | 88
|12.15      |  | Further Assurances                                                 |  | 88
|12.16      |  | Integration                                                        |  | 89
|12.17      |  | Governing Law                                                      |  | 89
|12.18      |  | Severability of Provisions                                         |  | 89
|12.19      |  | Headings                                                           |  | 89
|12.20      |  | Time of the Essence                                                |  | 89
|12.21      |  | Foreign Lenders and Participants                                   |  | 89
|12.22      |  | Hazardous Material Indemnity                                       |  | 90
|12.23      |  | Gaming Boards                                                      |  | 90
|12.24      |  | Independent Covenants                                              |  | 90
|12.25      |  | Arbitration Reference                                              |  | 90
|12.26      |  | PURPORTED ORAL AMENDMENTS                                          |  | 91
|12.27      |  | WAIVER OF RIGHT TO TRIAL BY JURY                                   |  | 91
|12.28      |  | Lender Covenant                                                    |  | 91
|12.29      |  | Attorney Costs, Expenses and Taxes                                 |  | 92
|12.30      |  | Reliance on Authorization                                          |  | 92
|12.31      |  | WAIVER OF SOVEREIGN IMMUNITY; CONSENT TO JURISDICTION              |  | 92

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|Exhibits 
|---------
|A        
|B        
|C        
|D        
|E        
|F        
|G        
|H        
|I        
|J        
|K        
|Schedules
|4.10     
|4.13     
|4.24     
|4.26     
|5.3      
|7.16     

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LOAN AGREEMENT
Dated as of January 24, 2003

This Loan Agreement ("Agreement") is entered into by and among The United Auburn Indian Community, a federally recognized Indian tribe (together with its
successors and permitted assigns, "Borrower"), each lender whose name is set forth on the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement
pursuant to Section 12.8 (collectively, as the "Lenders"), Wells Fargo Bank, N.A., as Syndication Agent, and Bank of America, N.A., as Administrative Agent and Swing Line Lender. Bank of
America Securities, LLC and Wells Fargo Bank, N.A. have served as Co-Lead Arrangers and Co-Book Managers hereunder.

In
consideration of the foregoing and of the mutual covenants and agreements herein contained, Borrower, the Administrative Agent, the Issuing Lender and the Lenders, covenant and agree
as follows:

ARTICLE 1
DEFINITIONS AND ACCOUNTING TERMS

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

"Acquisition" means any transaction, or any series of related transactions, by which Borrower directly or indirectly (i) acquires
any going business or all or substantially all of the assets of any Person, or any division thereof, whether through purchase of assets, merger or otherwise, or (ii) acquires (in one
transaction or as the most recent transaction in a series of related transactions) control of at least a majority in ordinary voting power of the securities of a corporation which have ordinary voting
power for the election of directors, or (iii) acquires control of a 50% or more ownership interest in any partnership, joint venture, limited liability company or any other Person.

"Activation Fee" means the fee described in Section 3.3(b).

"Activation Notice" means a written notice to the Administrative Agent of the type described in Section 2.9(c) signed by a
Senior Officer of Borrower (other than the Tribal Casino Executive) and certifying that (a) no Default or Event of Default has occurred and remains continuing, (b) each of the
representations and warranties set forth in the Loan Documents is true and correct (other than those which speak as of a different date) and (c) Borrower elects to activate the Commitments in
the manner described in Section 2.9(c).

"Adjusted Gaming EBITDAM" means, as of the last day of each Fiscal Quarter, Gaming EBITDAM for the four Fiscal Quarter period then ended
(or, if any Fiscal Quarter occurring during that period is not a Post Opening Fiscal Quarter, Gaming EBITDAM for all Post Opening Fiscal Quarters which have then occurred, annualized on a
straight-line basis).

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

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

"Advance" means any advance made or to be made by any Lender to Borrower as provided in Article 2, and includeseach Base Rate Advance, Eurodollar Rate Advance and
Tax Exempt Advance.

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

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directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or
otherwise);providedthat, in any event, any Person that owns, directly or indirectly, 10% or more of the securities having ordinary voting power for
the election of directors or other governing body of a corporation that has more than 100 record holders of such securities, or 10% or more of the partnership or other ownership interests of any other
Person that has more than 100 record holders of such interests, will be presumed (subject to rebuttal by a preponderance of the evidence) to control such corporation, partnership or other Person, providedthat Station, Station Management, Station Development and their respective Subsidiaries shall not be deemed to be Affiliates of Borrower.

"Agent-Related Persons" means the Administrative Agent, together with its Affiliates (including, in the case of Bank of America in its
capacity as the Administrative Agent, Bank of America Securities, LLC), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

"Aggregate Effective Amount" means, as of any date of determination and with respect to all Letters of Credit then outstanding, the sumof (a) the aggregate undrawn
amount of all such Letters of Credit then outstandingplus(b)
the aggregate amounts paid by the Issuing Lender under such Letters of Credit not then reimbursed to the Issuing Lender by Borrower pursuant to Section 2.5(d) and not the subject of Advances
made pursuant to Section 2.5(e) or Section 2.5(f).

"Agreement" means this Loan Agreement, as it may from time to time be supplemented, modified, amended, restated or extended.

"Appropriate Investment" means any "investment" of the type described in section 1.148-1(b) of the Tax Regulations.

"Approved Budget" means the line item construction budget for the design and construction of the Thunder Valley Casino including
capitalized interest, contingencies, transactional expenses associated herewith, fees and expenses due under the Management Agreement and Development Agreement in an aggregate amount not to exceed
$225,000,000.

"Approved Plans" means the plans, specifications, construction plan and timetable prepared by or for Borrower, all of which plans and
specifications describe and show the construction of the Thunder Valley Casino and the labor and materials necessary for the construction thereof.

"Approved Swap Agreement" means each Swap Agreement between Borrower and a Lender.

"Arbitration Ordinance" means Borrower's Arbitration Ordinance enacted October 14, 2002, as Borrower's Ordinance 10-14-02-01.

"Assignment Agreement" means an Assignment Agreement substantially in the form of Exhibit A.

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

"Authorization" means an authorization in a form acceptable to the Administrative Agent, pursuant to which the Borrower has authorized
Station Management to request Loans, Letters and Credit and Swing Line Loans on its behalf, and to make withdrawals from, and otherwise conduct transactions with respect to, the Operating Accounts,
and to otherwise administer the credit facilities hereunder on behalf of the Borrower.

"Available Cash Flow" means for any calendar month (a) Gaming EBITDAM,minus(b) Maintenance Capital Expenditures,minus(c) any required principal repayments with respect to Indebtedness and
Capital Lease Obligations constituting Recourse Obligations to the extent paid or payable in cash, andminus(d) Interest Expense with respect to
Recourse Obligations, in each case during that month and calculated in accordance with Generally Accepted Accounting Principles.

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

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

"Base Rate Advance" means an Advance made under the Revolving Commitment or under the Term Commitment and designated as a Base Rate
Advance in accordance with Article 2.

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

"Base Rate Margin" means

(I)  with
respect to any Base Rate Loan which is a Term Loan, 350.00 basis points; and (II) with respect to any Base Rate Loan which is a Revolving Loan or a Swingline Loan:



Station Leverage Ratio

Base Rate MarginLess than 5.00 to 1.00

150.00Equal to or greater than 5.00 to 1.00

175.00; and




Leverage Ratio

Base Rate MarginLess than 0.25 to 1.00

125.00Equal to or greater than 0.25 to 1.00 but less than 0.75 to 1.00

150.00Equal to or greater than 0.75 to 1.00 but less than 1.25 to 1.00

175.00Equal to or greater than 1.25 to 1.00

200.00


"Bond Counsel" means a nationally recognized law firm with tax-exempt lending experience acceptable to the Administrative Agent.

"Borrower" means has the meaning set forth in the preamble to this Agreement.

"Business Board" means the Business Board established pursuant to the Management Agreement.

"Business Day" means any Monday, Tuesday, Wednesday, Thursday or Friday, other than a day on which banks are authorized or required to be
closed in California and, if such day relates to a Eurodollar Rate Loan, means any such day which is a Eurodollar Business Day.

"Capital Expenditure" means any expenditure for or related to fixed assets or purchased intangibles that is treated as a capital
expenditure under Generally Accepted Accounting Principles,includingany amount which is required to be treated as a capital expenditure for an asset
subject to a Capital Lease

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Obligation, butexcludingany expenditures of casualty insurance proceeds to replace or restore fixed assets of Borrower.

"Capital Lease Obligations" means all monetary obligations of a Person under any leasing or similar arrangement which, in accordance with
Generally Accepted Accounting Principles, is classified as a capital lease.

"Cash" means, when used in connection with any Person, all monetary and non-monetary items owned by that Person that are treated as cash
in accordance with Generally Accepted Accounting Principles, consistently applied.

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



4

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"Casino Operations" means the gaming, entertainment, food and beverage and other related operations conducted by the Borrower at the
Thunder Valley Casino.

"Change in Control" means, (a) Borrower engages a primary developer to develop the Thunder Valley Casino, other than any Station
Company or its Affiliates, or terminates the development responsibilities of the Station Companies or such Affiliates with respect to the Thunder Valley Casino, or terminates or purports to terminate
the Development Agreement; (b) Borrower engages any primary consultant or manager to operate the Thunder Valley Casino, other than any Station Company or its Affiliates, or terminates the
management responsibilities of such Station Company or such Affiliates with respect to the Thunder Valley Casino, or terminates or purports to terminate the Management Agreement; (c) Borrower
sells, assigns, transfers, leases or otherwise disposes of all or any substantial part of the Gaming Property to any Person, (d) Station Management or Station Development ceases to be a wholly-
owned direct or indirect Subsidiary of Station, or (e) Borrower enters into any agreement binding it or requiring it to do any of the foregoing.

"Closing Date" means the time and Business Day on which the conditions set forth in Section 9.1 are satisfied or waived.

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

"Co-Lead Arrangers" means, collectively, Banc of America Securities, LLC, and Wells Fargo Bank, N.A.. The capacities of the Co-Lead
Arrangers is titular in nature, and Bank of America and Wells Fargo Bank, N.A. shall have no special rights or obligations over those of a Lender by reason thereof.

"Collateral" means, collectively, all of the collateral subject to the Liens, or intended to be subject to the Liens, created by the
Collateral Documents.

"Collateral Documents" means, collectively, the Security Agreement, each Deposit Account Agreement, and each other pledge agreement, deed
of trust, security agreement or other similar hypothecation agreement executed by Borrower in connection with the Loan Documents.

"Commitment Fee Rate" means (a) for each Pricing Period beginning prior to the Make-Well Release Date, 62.5 basis points; and



Leverage Ratio

Commitment Fee RateLess than 0.25 to 1.00

50.00Equal to or greater than 0.25 to 1.00

62.50


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"Commitments" means, collectively, the Revolving Commitment, the Tax Exempt Commitment and the Term Commitment.

"Compact" means the Tribal-State Compact entered into between Borrower and the State of California, dated as of September 10, 1999,
as amended as of the date hereof and with such changes thereto as are not materially adverse to the interests of Borrower or the Creditors or which are approved by the Requisite Lenders.

"Completion Account" means an account established with the Administrative Agent in its own name into which the Administrative Agent may in
its discretion deposit monies paid under the Completion Guaranty to finance the payment of costs associated with the completion of the Thunder Valley Casino (including without limitation costs
associated with the purchase of furniture, fixtures and equipment). The Administrative Agent is hereby authorized by the Borrower to expend any amounts in the Completion Account for any costs
associated with the design, development and construction of the Thunder Valley Casino, whether or not contemplated by the Approved Plans or the Approved Budget, providedthat if the Borrower so requests,
 the Administrative Agent will make arrangement for transfer of amounts required to finance construction
payables to a blocked disbursement account in the name of the Borrower (to be funded only against checks drawn on such account to bona fide contractors and vendors in respect of construction
payables).

"Completion Date" means the date following the Opening Date upon which (a) all of the material facilities and amenities described
on Schedule 7.16 have been substantially completed for a purchase price not in excess of the Approved Budget plus the aggregate principal balance of the Sub Debt Contributions as of the Completion
Date, (b) the Construction Consultant shall have certified to the Administrative Agent that the condition in (a) has been satisfied, (c) the Administrative Agent has received a
certificate executed by a Senior Officer of Borrower and the project architect and contractor certifying that the Thunder Valley Casino has been substantially completed in all material respects in
accordance with the Approved Plans and complies in all material respects with all applicable zoning, building and land use Laws, and (d) the Borrower and the Station Companies have certified to
the Administrative Agent the amount of any remaining costs to be paid contractors and vendors in connection with the design, development and construction of the Thunder Valley Casino pursuant to the
Approved Budget, and the final payment of such costs shall be (i) appropriately bonded or (ii) otherwise provided for in a manner which is acceptable to the Administrative Agent.

"Completion Guaranty" means a Completion Guaranty executed by Station on the Closing Date in favor of the Administrative Agent and the
Lenders to guarantee,inter alia, (i) the occurrence of the Opening Date by no later than September 5, 2003 (or a date not later than
December 31, 2003 which does not result in the loss of more than 650 gaming devices allocated to Borrower under the Compact), and (ii) the occurrence of the Completion Date by no later
than December 31, 2003 for an amount not in excess of the Approved Budget, as such Completion Guaranty may from time to time be supplemented, modified, amended, restated or extended. Each
payment under the Completion Guaranty shall be made directly to the Administrative Agent for application to the Outstanding Obligations (or, in the discretion of the Administrative Agent, for deposit
in the Completion Account) as provided in Section 3.1.

"Compliance Certificate" means a certificate substantially in the form of Exhibit B, properly completed and signed by Senior Officers of
both Borrower and Station Management.

"Computation Date" has the meaning set forth in section 1.148-1(b) of the Tax Regulations.

"Constitution" means the Constitution of Borrower, as adopted by the Borrower on September 7, 1996, and approved by the Bureau of
Indian Affairs on October 22, 1996 as amended from time to time in accordance with the terms of this Agreement.

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"Construction Consultant" means Professional Associates Construction Services, Inc. or another professional construction management firm
approved by the Administrative Agent.

"Construction Progress Report" means a report prepared by the Construction Consultant in a form which is reasonably acceptable to the
Administrative Agent describing the progress of construction of the Thunder Valley Casino.

"Contingent Obligation" means, as to any Person, any (a) guarantee by that Person of Indebtedness of, or other obligation
performable by, any other Person or (b) assurance given by that Person to an obligee of any other Person with respect to the performance of an obligation by, or the financial condition of, such
other Person, whether direct, indirect or contingent,includingany purchase or repurchase agreement covering such obligation or any collateral security
therefor, any agreement to provide funds (by means of loans, capital contributions or otherwise) to such other Person, any agreement to support the solvency or level of any balance sheet item of such
other Person or any "keep-well" or other arrangement of whatever nature given for the purpose of assuring or holding harmless such obligee against loss with respect to any obligation of such other
Person,providedthat the term "Contingent Obligation" shall not include endorsements of instruments for deposit and collection in the ordinary course
of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation (unless the Contingent Obligation is
limited by its terms to a lesser amount, in which case to the extent of such amount) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by
the Person in good faith.

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

"Creditors" means, collectively, the Administrative Agent, the Issuing Lender, the Swing Line Lender, each Lender, the Co-Lead Arrangers,
the Syndication Agent and, where the context requires, any one or more of them.

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

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

"Default Rate" means the interest rate prescribed in Section 3.9.

"Deposit Account" means a deposit account to be maintained by Borrower with Bank of America, as from time to time designated by Borrower
by written notification to the Administrative Agent to which Loans made hereunder will be credited pursuant to Section 2.1(e).

"Deposit Account Agreements" means a letter agreement among Borrower, Station Management, and Bank of America (as Administrative Agent and
as the depositary for each Operating Account), substantially in the form of Exhibit C.

"Designated Eurodollar Market" means, with respect to any Eurodollar Rate Loan, (a) the London Eurodollar Market, (b) if
prime banks in the London Eurodollar Market are at the relevant time not accepting deposits of Dollars or if the Administrative Agent determines in good faith that the London Eurodollar Market does
not represent at the relevant time the effective pricing to the Lenders for deposits of Dollars in the London Eurodollar Market, the Cayman Islands Eurodollar Market or (c) if prime banks in
both the London and the Cayman Islands Eurodollar Market are at the relevant time not accepting deposits of Dollars or if the Administrative Agent determines in good faith that neither

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the London nor the Cayman Islands Eurodollar Market represents at the relevant time the effective pricing to the Lenders for deposits of Dollars in that Eurodollar Market, such other Eurodollar
Market as may from time to time be selected by the Administrative Agent with the approval of Borrower and the Requisite Lenders. The Administrative Agent will endeavor to provide prompt notice to
Borrower of any change in the location of the Designated Eurodollar Market.

"Development Agreement" means the Second Amended and Restated Development Services Agreement dated as of November 1, 2002 between
Borrower and Station Development, as amended from time to time in accordance with the terms thereof.

"Development Board" means the Development Board established pursuant to the Development Agreement.

"Disposition" means the voluntary sale, transfer or other disposition (including any sale and leaseback), in one transaction or a series
of related transactions, of any Gaming Property having a value in excess of $1,000,000other thanthe voluntary sale, transfer or other disposition of
(a) Cash, Cash Equivalents, inventory or other assets sold, leased or otherwise disposed of in the ordinary course of business of Borrower, or (b) equipment sold or otherwise disposed of
where substantially similar equipment in replacement thereof has theretofore been acquired, or thereafter within 90 days is acquired, by Borrower.

"Distribution" means (a) any transfer of Gaming Property to the general non-casino tribal accounts of Borrower or to any of
Borrower's members or Affiliates or to their respective accounts (other than the payment of any tax or charge permitted by Section 7.8), (b) any retirement, redemption, prepayment of
principal, purchase or other acquisition for value by Borrower, using Gaming Property, of any securities or other obligations of Borrower or any of its Affiliates (or of any other Person to the extent
that such securities or other obligations are guaranteed by Borrower or any of its Affiliates), in each case to the extent such obligations are not Recourse Obligations, (c) the declaration or
payment by Borrower out of Gaming Property of any dividend or distribution to Borrower or any of its members or any of its Affiliates (whether in Cash or in Gaming Property but not the making of arm's
length payments for goods and services provided by Borrower or any of its Affiliates to Borrower in the manner contemplated by Section 7.8), (d) any Investment of any Gaming Property
(whether by means of loans, advances or otherwise) in securities or other obligations of Borrower or any of its Affiliates, or (e) any other payment, assignment or transfer of Gaming Property,
whether in Cash or other Property, from Borrower or any account of Borrower which is Gaming Property to the general tribal accounts of Borrower or to any of Borrower's members or Affiliates or to
their respective accounts, including the payment of any tax, fee, charge or assessment imposed by Borrower on the Gaming Property or its revenues.

"Eligible Assignee" means (a) another Lender, (b) with respect to any Lender, any Affiliate of that Lender, (c) any
commercial bank having a combined capital and surplus of $100,000,000 or more, (d) any (i) savings bank, savings and loan association or similar financial institution or
(ii) insurance company engaged in the business of writing insurance which, in either case (A) has a net worth of $200,000,000 or more, (B) is engaged in the business of lending
money and extending credit under credit facilities substantially similar to those extended under this Agreement and (C) is operationally and procedurally able to meet the obligations of a
Lender hereunder to the same degree as a commercial bank and (e) any other financial institution (includinga mutual fund or other fund) having
total assets of $250,000,000 or more which meets the requirements set forth in clauses (B) and (C) of clause (d) above;providedthat (I) each Eligible Assignee must either (a) be
organized under the Laws of the United States of America, any State thereof or the District of Columbia or
(b) be organized under the Laws of the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of such a
country, and (i) act hereunder through a branch, agency or funding office located in the United States of America and

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(ii) be exempt from withholding of tax on interest and deliver the documents related thereto pursuant to Section 12.21 and (II) to the extent required under applicable Gaming Laws, each
Eligible Assignee must be registered with, licensed or approved by, or not disapproved by (whichever may be required under applicable Gaming Laws), all applicable Gaming Boards.

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

"ERISA Affiliate" means, with respect to any Person, any other Person (or any trade or business, whether or not incorporated) that is
under common control with that Person within the meaning of Section 414 of the Code.

"Eurodollar Business Day" means any Business Day on which dealings in Dollar deposits are conducted by and among banks in the Designated
Eurodollar Market.

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

"Eurodollar Margin" means (I) in the case of any Eurodollar Rate Loan which is a Term Loan, 450.00 basis points; and (II) in the case of
any Eurodollar Rate Loan which is a Revolving Loan or Swingline Loan:



Station Leverage Ratio

Eurodollar MarginLess than 5.00 to 1.00

275.00Equal to or greater than 5.00 to 1.00

300.00; and




Leverage Ratio

Eurodollar MarginLess than 0.25 to 1.00

225.00Equal to or greater than 0.25 to 1.00 but less than 0.75 to 1.00

250.00Equal to or greater than 0.75 to 1.00 but less than 1.25 to 1.00

275.00Equal to or greater than 1.25 to 1.00

300.00


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

"Eurodollar Obligations" means eurocurrency liabilities, as defined in Regulation D or any comparable regulation of any Governmental
Agency having jurisdiction over any Lender.

"Eurodollar Period" means, as to each Eurodollar Rate Loan, the period commencing on the date specified by Borrower pursuant to
Section 2.1(d) and ending 1, 2, 3 or 6 months (or, with the written consent of all of the Lenders, any other period) thereafter, as specified by Borrower in the applicable Request
for Loan;providedthat:



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"Eurodollar Rate" means, for any Eurodollar Period with respect to each Eurodollar Loan:



"Eurodollar Rate Advance" means an Advance made under the Revolving Commitment or the Term Commitment and designated as a Eurodollar Rate
Advance in accordance with Article 2.

"Eurodollar Rate Loan" means a Loan made hereunder and specified to be a Eurodollar Rate Loan in accordance with Article 2.

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

"Existing Station Sub Debt" means Indebtedness of Borrower to Station in the principal amount of $36,798,151 representing design,
development, construction and other costs and amounts advanced by Station to the Borrower as of January 22, 2003, and evidenced by a subordinated promissory note of Borrower to Station.

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

"Fiscal Quarter" means each fiscal quarter of Borrower consisting of the three calendar month periods ending on each March 31,
June 30, September 30 and December 31.

"Fiscal Year" means the fiscal year of Borrower consisting of the twelve month period ending on each December 31.

"Fixed Charge Coverage Ratio" means, as of the last day of each Fiscal Quarter, the ratio of (a) the sum of (i) Gaming
EBITDAM for the four Fiscal Quarter Period ending on that date (but excluding any such Fiscal Quarters which are not Post Opening Fiscal Quarters)plus(ii) any increase in the outstanding
principal balance of the Sub Debt Contributions (orminusany reduction in the
outstanding principal balance of the Sub Debt Contributionsother thanany reduction resulting from the prepayment of Existing Station Sub Debt in the
manner contemplated by Section 6.1(d)) during the period for which Gaming EBITDAM is calculatedminus(iii) any Maintenance Capital
Expenditures incurred in the same periodminus(iv) any Distributions made during that period,minus(v) the aggregate amount of federal, state
and local taxes, if any, paid with respect to the income or revenue derived from the Gaming Assets, to the extent not deducted
in arriving at Gaming EBITDAM, during the same periodminus(vi) all fees paid or payable to Station, Station Management, Station Development or
their respective Affiliates under the Management Agreement or the Development Agreement during the same period to (b) Fixed Charges determined as of the same date.

"Fixed Charges" means, as of each date of determination of the Fixed Charge Coverage Ratio, thesum
of:



"Force Majeure" means the occurrence of any strikes, lockouts or other labor trouble; the occurrence of fire, flood, earthquake, tornado,
sandstorm or other casualty; governmental preemption; breakdown, accident or other acts of God; acts of war, insurrection, civil strife and commotion; any enactment, promulgation or amendments of any
statute, rule, order or regulation of any legislature or governmental agency or any department or subdivision thereof; or any state or federal court, in each such case which shall make it physically
impossible or unlawful to continue construction of or complete the Thunder Valley Casino;provided, however, that the following shall not constitute
Force Majeure: (i) any condition, defect, or physical circumstance of the land, buildings or improvements which either now exists or which results from the development or construction of the
Thunder Valley Casino which should have been known or discovered with the exercise of reasonable diligence or investigation,

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including errors, omissions or defects in construction, plans or development, (ii) the completion or amendment of the Approved Plans after the date hereof not approved by the Administrative
Agent with the consent of the Requisite Lenders or omissions or defects in the construction plans in existence on the date hereof, (iii) increase in the cost of labor, materials and equipment as the
result of ordinary cyclical or seasonal forces, or general inflation, (iv) any failure of any contractor or subcontractor, vendor or other supplier that itself is not caused by a Force Majeure
Event to perform at the times, at the price or in the manner contracted for or to adhere to the Approved Plans, or (v) any defects, errors or omissions in any construction contract,
subcontract, supply contract, or the Approved Budget.

"Gaming Board" means, collectively, (a) the State Gaming Agencies described in the Compact, (b) the Tribal Gaming Agency,
and (c) any other Governmental Agency that holds regulatory, licensing or permit authority over gambling, gaming, lottery or casino activities conducted by Borrower within its jurisdiction.

"Gaming EBITDAM" means, for any fiscal period, thesumof (a) Net Income of
Borrower derived from operation of the Gaming Assets,plus(b) Interest Expense of Borrower to the extent deducted in arriving at such Net Income
of Borrower,plus(c) the aggregate amount of federal, state and local taxes on or measured by such Net Income (whether or not payable during
that period, but in any event excluding any payments required to be made by the Borrower to the State of California under the Compact) to the extent deducted in arriving at Net Income of Borrower, plus(d) depreciation, amortization and all other non-cash expenses of the Borrower to the extent deducted in arriving at such Net Income and not
otherwise requiring a cash payment in a future period,plus(e) fees paid in cash under the Management Agreement and the Development Agreement in
compliance with this Agreement,plus(f) any expenses properly described as "pre-opening expenses" on the applicable financial statements of
Borrower in an aggregate amount not to exceed $25,000,000 in any Fiscal Year, in each case as determined in accordance with Generally Accepted Accounting Principles.

"Gaming Laws" means IGRA and all other Laws pursuant to which any Gaming Board possesses regulatory, licensing or permit authority over
gambling, gaming, lottery or casino activities conducted by Borrower within its jurisdiction, including the Gaming Ordinance.

"Gaming Ordinance" means the legislation enacted by Borrower on November 8, 1999 and approved by the Chairman of the NIGC on
February 24, 2000, pursuant to IGRA authorizing Class II and Class III Gaming on land held by the United States government in trust for the benefit of Borrower, subject to the
governmental power of Borrower, and creating the Tribal Gaming Agency.

"Gaming Property" means any and all now owned or hereafter acquired real, mixed and personal Property of Borrower which is reflected on
the balance sheet described in Section 4.7 or any subsequent balance sheet hereafter delivered by Borrower to the Administrative Agent or the Lenders in connection herewith. "Gaming Property"
in any eventincludeswithout limitation (i) the Thunder Valley Casino, (ii) all gaming revenues of Borrower, including those of the
Thunder Valley Casino, (iii) all other revenues of Borrower associated with the Thunder Valley Casino or related entertainment, golf, resort, lodging, food, beverage or similar operations, and
(iv) all tangible Property located within the area
described on Schedule 4.10 (all such Property being presumed, as amongst the parties hereto, to be Gaming Property).

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

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

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

"Gross Proceeds," with respect to any Issue of the Tax Exempt Notes, means any proceeds as defined in section 1.148-1(b) of
the Tax Regulations, and any replacement proceeds as defined in section 1.148-1(c) of the Tax Regulations, of such Issue.

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

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

"IGRA" means the federal Indian Gaming Regulatory Act of 1988, as amended, codified at 25 U.S.C. §2701, et seq.

"Increased Capex Conditions" means that the following conditions precedent have been satisfied:



"Indebtedness" means, as to any Person (without duplication), (a) indebtedness of such Person for borrowed money or for the
deferred purchase price of Property (excludingtrade and other accounts payable in the ordinary course of business in accordance with ordinary trade
terms),includingany Contingent Obligation for any such indebtedness, (b) indebtedness of such Person of the nature described in clause
(a) that is non-recourse to the credit of such Person but is secured by assets of such Person, not to exceed the value of such assets, (c) Capital Lease Obligations of such Person,
(d) indebtedness of such Person arising under bankers' acceptance facilities or under facilities for the discount of accounts receivable of such Person, (e) any direct or contingent
obligations of such Person under letters of credit issued for the account of such Person,providedthat in no event shall the obligations of a Person
under an operating lease (as defined under Generally Accepted Accounting Principles) or Synthetic Lease be deemed to be Indebtedness of that Person, and (f) any net obligations of such Person
under Swap Agreements.

"Indemnified Liabilities" has the meaning given to such term in Section 12.11.

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"Intangible Assets" means assets that are considered intangible assets under Generally Accepted Accounting Principles, includingcustomer lists, goodwill, computer
software, copyrights, trade names, trademarks and patents.

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

"Interest Expense" means, for any Person, for any fiscal period, thesum, without
duplication, of (a)(i) all interest, fees, charges and related expenses paid or payable (without duplication) for that fiscal period by that Person to a lender in connection with borrowed money
(includingany obligations for fees, charges and related expenses payable to the issuer of any letter of credit),or (ii) the deferred purchase price of
assets that are considered "interest expense" under Generally Accepted Accounting Principles,plus(b) the portion of rent paid or payable
(without duplication) for that fiscal period by that Person under Capital Lease Obligations that should be treated as interest in accordance with Financial Accounting Standards Board Statement
No. 13,plus(c) all amounts accrued in respect of that interest which are properly treated under Generally Accepted Accounting Principles
as capitalized interest.

"Investment" means, when used in connection with any Person, any investment by or of that Person, whether by means of purchase or other
acquisition of stock or other securities of any other Person or by means of a loan, advance creating a debt, capital contribution, guaranty or other debt or equity participation or interest in any
other Person,includingany partnership and joint venture interests of such Person, but excluding any Acquisition. The amount of any Investment shall be
the amount actually invested (minusany return of capital with respect to such Investment which has actually been received in Cash or Cash Equivalents
or has been converted into Cash or Cash Equivalents), without adjustment for subsequent increases or decreases in the value of such Investment.

"Issue" shall refer to any specific Tax Exempt Advance constituting an "issue" within the meaning of section 1.150-1 of the
Treasury Regulations. Unless otherwise indicated or made necessary by the context, each of the covenants and representations set forth in Section 6.17 hereof is intended to be made, and is
made, separately with respect to each Issue of the Tax Exempt Notes.

"Issuing Lender" means Bank of America, N.A.

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

"Lender" means each bank whose name is set forth in the signature pages of this Agreement and each lender which may hereafter
become a party to this Agreement pursuant to Section 12.8.

"Letter of Credit" means any Letter of Credit issued by the Issuing Lender under the Revolving Commitment pursuant to Section 2.5,
either as originally issued or as the same may be supplemented, modified, amended, renewed, extended or supplanted.

"Letter of Credit Fee" means, for each Pricing Period, the per annum rate which is equal to the Eurodollar Margin for any Eurodollar Loan
which is a Revolving Loan for that Pricing Period.

"Leverage Ratio" means, as of each date of determination, the ratio of (a) Recourse Obligations as of that date to (b) to
Adjusted Gaming EBITDAM determined as of that date.

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"Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, lien or charge
of any kind, whether voluntarily incurred or arising by operation of Law or otherwise, affecting any Property,includingany agreement to grant any of
the foregoing, any conditional sale or other title retention agreement, any lease in the nature of a security interest, and/or the filing of or agreement to give any financing statement
(other thana precautionary financing statement with respect to a lease that is not in the nature of a security interest) under the Uniform Commercial
Code or comparable Law of any jurisdiction with respect to any Property.

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

"Loan Documents" means, collectively, this Agreement, the Notes, the Swing Line Note, the Completion Guaranty, the Make-Well, the
Subordination Agreement, each of the Collateral Documents, each Request for Loan, each Request for Letter of Credit, each Compliance Certificate, each Approved Swap Agreement entered into with any
Lender and any other agreements of any type or nature hereafter executed and delivered by Borrower or its Affiliates or by Station, Station Management, Station Development or their respective
Affiliates to the Administrative Agent or to any Lender in any way relating to or in furtherance of this Agreement, in each case either as originally executed or as the same may from time to time be
supplemented, modified, amended, restated, extended or supplanted.

"Maintenance Capital Expenditure" means a Capital Expenditure for the maintenance, repair, restoration or refurbishment of tangible Gaming
Property, but excluding any Capital Expenditure which adds to or further improves any such Property.

"Make-Well" means the Make-Well Agreement executed by Station on the Closing Date, either as originally issued or as the same may be
supplemented, modified, amended, renewed, extended or supplanted.

"Make-Well Release Conditions" means the following conditions, upon which the Make-Well shall be released in accordance with
Section 21 of the Make-Well (without the requirement of the consent of Borrower or the Lenders):



"Make-Well Release Date" means the date upon which the Make-Well is actually released in accordance with its terms following the
satisfaction of the Make-Well Release Conditions.

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"Management Agreement" means the Second Amended and Restated Management Agreement dated as of December 3, 2002, between Borrower
and Station Management, as in effect on the Closing Date, and as amended from time to time thereafter in accordance with the terms hereof.

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

"Material Adverse Effect" means any set of circumstances or events which (a) has or could reasonably be expected to have any material
adverse effect whatsoever upon the validity or enforceability of any Loan Document executed by Borrower, (b) is or could reasonably be expected to be material and adverse to the business or
condition (financial or otherwise) or prospects of the Thunder Valley Casino (or, to the extent affecting the gaming operations of Borrower, or the Thunder Valley Casino, any such set of circumstances
or events affecting the Borrower), (c) when the Make-Well is in effect, is or could reasonably be expected to be material and adverse to the business or condition (financial or otherwise) or
prospects of Station and its Subsidiaries, taken as a whole, (d) materially impairs or could reasonably be expected to materially impair the ability of Borrower to perform the Obligations, or
(e) when the Make-Well is in effect, materially impairs or could reasonably be expected to materially impair the ability of Station to perform its Obligations under the Make-Well or the
Completion Guaranty.

"Material Documents" means, collectively, the Constitution, the Gaming Ordinance, the Arbitration Ordinance, the Compact, the Management
Agreement and the Development Agreement.

"Moody's" means Moody's Investors Service, Inc.

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

"Negative Pledge" means a Contractual Obligation that contains a covenant binding on Borrower that prohibits Liens on any Gaming Property, other than(a) any such
covenant contained in a Contractual Obligation granting a Lien permitted under Section 6.7 which affects only the
Property that is the subject of such permitted Lien and (b) any such covenant that does not apply to Liens securing the Obligations or any indebtedness which is used, directly or indirectly, to
refinance the Obligations.

"Net Cash Proceeds" means, in respect of each permitted Disposition, the amount received by the Borrower in respect thereof, net of
transactional expenses including professional fees and expenses.

"Net Income" means, with respect to any fiscal period and with respect to any Person, the consolidated net income of that Person from
continuing operations for that period, determined in accordance with Generally Accepted Accounting Principles, consistently applied.

"NIGC" means the National Indian Gaming Commission established by IGRA.

"Non-Gaming Property" means, as of each date of determination, all Property of Borrower which is not Gaming Property.

"Nongovernmental Person" means Station, Station Management, Station Development, the United States or any agency, department or
instrumentality thereof, or any other person other than (i) a state or local governmental unit or (ii) an Indian tribal government within the meaning of Section 7701(a)(40) of the
Code or a subdivision thereof within the meaning of Section 7871(d) of the Code.

"Nonpurpose Investment" means any "investment property," as defined in section 148(b) of the Code, in which Gross Proceeds of the
Tax Exempt Notes are invested and that is not acquired to carry out the governmental purposes of the Tax Exempt Notes.

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"Non-Recourse Provisions" means provisions substantially in the form of Exhibit D hereto, with such changes as may be approved by the
Administrative Agent in its sole discretion.

"Notes" means, collectively, the Revolving Notes, the Term Notes, the Tax Exempt Notes and the Swing Line Note.

"Obligations" means all present and future obligations of every kind or nature of Borrower and any other Party at any time and from time
to time owed to the Creditors or any one or more of them, under any one or more of the Loan Documents, whether due or to become due, matured or unmatured, liquidated or unliquidated, or contingent or
noncontingent,includingobligations of performance as well as obligations of payment, andincludinginterest that accrues after the commencement of any
proceeding under any Debtor Relief Law by or against Borrower or any other Party, whether or not allowed as a claim in such
proceeding.

"Opening Date" means the date upon which each of the facilities and amenities required for the operation of the Thunder Valley Casino's
gaming operations are substantially complete and the Thunder Valley Casino is open for business to gaming patrons with either Scenario I or Scenario II in effect.

"Operating Accounts" means the deposit accounts of Borrower described on Schedule 4.26, and each other deposit, savings, brokerage or
similar account hereafter established by Borrower into which Gaming Property shall be deposited.

"Opinion of Bond Counsel" means a written opinion of Bond Counsel in form and substance satisfactory to the Administrative Agent,
addressed to the Administrative Agent and the Lenders, substantially in the form of Exhibit E.

"Opinions" means the favorable written legal opinions of (a) Dickstein & Merin, P.C. special counsel to Borrower, addressed
to the Lenders and Station, (b) Milbank, Tweed, Hadley & McCloy, LLP, special counsel to Station, addressed to the Lenders and Borrower and (c) Schreck Brignone, special Nevada counsel
to Station, addressed to the Lenders and Borrower.

"Outstanding Obligations" means, as of each date of determination, and giving effect to the making of any such credit accommodations
requested on that date, thesumof (i) the aggregate principal amount of the outstanding Loans,plus(ii) the Swing Line Outstandings,plus(iii) the Aggregate Effective Amount of all Letters of Credit.

"Party" means any Person other than the Administrative Agent, the Issuing Lender, the Swing Line Lender and the Lenders, which now or
hereafter is a party to any of the Loan Documents.

"PBGC" means the Pension Benefit Guaranty Corporation or any successor thereof established under ERISA.

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

"Permitted Encumbrances" means:



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

"Person" means any individual or entity,includinga trustee, corporation, limited
liability company, general partnership, limited partnership, joint stock company, trust, estate, unincorporated organization, business association, firm, joint venture, Governmental Agency, or other
entity.

"Post Opening Fiscal Quarter" means each Fiscal Quarter which both begins and ends following the Opening Date, providedthat, in any event, the Fiscal Quarter ending
December 31, 2003 and each subsequent Fiscal Quarter shall be deemed to be Post Opening
Fiscal Quarters.

"Pricing Period" means (a) the period commencing on the date hereof and ending on February 28, 2003, and (b) the
subsequent consecutive periods of three months each ending on the last day of February, May, August and November each year,providedthat
the three month period in which any release of the Make-Well occurs shall be divided into two shorter Pricing Periods consisting of (i) that portion prior to the date upon which such release
occurs, and (ii) the date upon which the release occurs and the remainder of such three month period.

"Priority Distributions" means Distributions made by Borrower from its accounts which are gaming accounts to its general tribal accounts,
in each case for the purpose of funding governmental services, including without limitation regulatory requirements in an amount not to exceed the amount set forth in Section 6.5(a).

"Pro Rata Share" means, with respect to each Lender and as to each Commitment, the percentage of the aggregate Commitments, the Loans, the
Letters of Credit and the Swing Line Loans held by that Lender (or by an SPC (as defined in Section 12.8(f)) for which that Lender is the Granting Lender).

"Projections" means the financial projections for Borrower prepared on behalf of Borrower by Station and heretofore distributed to the
Lenders by means of the Offering Memorandum dated

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October, 2002, distributed to the Lenders in connection with the credit facilities contemplated by this Agreement.

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

"Quarterly Payment Date" means the last day of each calendar quarter following the date hereof.

"Real Property" means, as of any date of determination, all real Property then or theretofore owned, leased or occupied by Borrower,
including, without limitation, real Property held by the United States government in trust for the benefit of Borrower.

"Rebatable Amount" has the meaning set forth in section 1.148-1(b) of the Tax Regulations.

"Recourse Obligations" means, as of each date of determination, and without duplication, (a) all Indebtedness and Contingent
Obligations of Borrower, in each case to the extent that the obligee with respect thereto has legal recourse to the Gaming Property or the revenues derived therefrom for the payment of such
Indebtedness or Contingent Obligation (whether by contract, by operation of law, or otherwise), including without limitation any such indebtedness for borrowed money, obligations with respect to
Capital Lease Obligations, amounts available for drawing under letters of credit and other similar instruments, and the aggregate amount drawn under letters of credit and other similar instruments not
then reimbursed, and (b) all Indebtedness, Contingent Obligations and other obligations secured by any Lien upon any Gaming Property.

"Reduction Date" means the last day of each Post Opening Fiscal Quarter.

"Regulations D, T, U and X" means Regulations D, T, U and X, as at any time amended, of the Board of Governors of the Federal Reserve
System, or any other regulations in substance substituted therefor.

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

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

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

"Requisite Lenders" means (a) as of any date of determination if the Commitments are then in effect, Lenders having Pro Rata Shares
which are, in the aggregate, 51% or more of the Pro Rata Shares of
the aggregate Commitments then in effect and (b) as of any date of determination if the Commitments have then been terminated and there are then any Obligations outstanding, Lenders or other
Creditors holding 51% or more of the Outstanding Obligations.

"Responsible Official" means (a) when used with reference to a Person other than an individual, any officer or manager of such
Person, general partner of such Person, officer of a corporate or limited liability company general partner of such Person, officer of a corporate or limited liability company general partner of a
partnership that is a general partner of such Person, or any other responsible official thereof duly acting on behalf thereof, and (b) when used with reference to a Person who is an individual,
such Person. The Lenders shall be entitled to conclusively rely upon any document or

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certificate that is signed or executed by a Responsible Official of Borrower as having been authorized by all necessary action on the part of Borrower.

"Revolver Maturity Date" means the date which is five years from the Opening Date, but not later than June 30, 2008.

"Revolving and Tax Exempt Reduction Amount" means:



"Revolving Commitment" as of the Closing Date means $122,500,000. Subject to the terms and conditions set forth in 2.8 and 2.9, the
Revolving Commitment may be reduced from time to time. Subject to the terms and conditions set forth in Section 2.10, Borrower may reallocate amounts from the Tax Exempt Commitment to the
Revolving Commitment.

"Revolving Loan" means a Loan made pursuant to the Revolving Commitment.

"Revolving Note" means each promissory note made by Borrower to a Lender evidencing the Advances made by that Lender under its Pro Rata
Share of the Revolving Commitment, substantially in the form of Exhibit H, either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed,
extended or supplanted.

"Right of Others" means, as to any Property in which a Person has an interest, any legal or equitable right, title or interest (other than
a Lien) held by any other Person in that Property, and any option or right held by any other Person to acquire any such right, title or interest in that Property,includingany option or right to
acquire a Lien;provided,however, that (a) any covenant restricting the use or disposition of
Property of such Person contained in any Contractual Obligation of such Person and (b) any provision contained in a contract creating a right of payment or performance in favor of a Person that
conditions, limits, restricts, diminishes, transfers or terminates such right, shall not be deemed to constitute a Right of Others.

"Scenario I" means that, as of the relevant date, the Borrower's allocation of gaming devices under the Compact (including the 350 gaming
devices permitted to be operated by the Borrower under Section 4.3.1 of the Compact without the requirement of a license) is 1256 or fewer gaming devices (regardless of the number of gaming
devices are actually being operated by the Borrower).

"Scenario II" means that as of the relevant date, the Borrower's allocation of gaming devices under the Compact (including the 350 gaming
devices permitted to be operated by the Borrower under Section 4.3.1 of the Compact without the requirement of a license) is greater than 1256 (including the current allocation of 1906 gaming
devices, and regardless of the number of gaming devices actually being operated by the Borrower).

"Security Agreement" means a Security Agreement executed by Borrower in favor of the Administrative Agent on the Closing Date, either as
originally issued or as the same may be supplemented, modified, amended, renewed, extended or supplanted.

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"Senior Officer" means (a) as to the Borrower, each member of the Tribal Council and the chairperson of the Tribal Council, and any
Tribal Casino Executive, and (b) in the context of any Station Company, its chief executive officer president, chief financial officer, treasurer, vice president, treasurer or secretary.

"Special Eurodollar Circumstance" means the application or adoption after the date hereof of any Law or interpretation, or any change
therein or thereof, or any change in the interpretation or
administration thereof by any Governmental Agency, central bank or comparable authority charged with the interpretation or administration thereof, or compliance by any Lender or its Eurodollar Lending
Office with any request or directive (whether or not having the force of Law) of any such Governmental Agency, central bank or comparable authority, or the existence or occurrence of circumstances
affecting the Designated Eurodollar Market generally that are beyond the reasonable control of the Lenders.

"Station" means Station Casinos, Inc., a Nevada corporation, its successors and permitted assigns.

"Station Adjusted EBITDA" means, for any fiscal period, thesum of(a) Net Income
of Station and its Subsidiaries for that period,plus(b) any non-operating non-recurring loss reflected in such Net Income, minus(c) any
non-operating non-recurring gain reflected in such Net Income,plus(d) Interest Expense of Station and its Subsidiaries for that period,plus(e) the aggregate amount of federal and
state taxes on or measured by income of Station and its Subsidiaries for that period (whether or not payable during that period),plus(f) depreciation,
amortization and all other non-cash expenses of Station and its Subsidiaries for that period, in each case as determined in accordance with Generally Accepted Accounting Principles and adjusted by addingthereto any expenses properly described as "pre-opening expenses" on the applicable financial statements of Station and its Subsidiaries.

"Station Adjusted Funded Debt" means, as of each date of determination (without duplication), (a) the aggregate amount of the
principal of the consolidated Indebtedness of Station for borrowed money (includingdebt securities issued and outstanding) on that date, plus(b) the
aggregate amount of the principal portion of the consolidated Capital Lease Obligations of Station on that date, plus(c) the aggregate amount available for drawing under all outstanding letters of
credit on that date for which Station or its Subsidiaries
are account parties,plus(d) the aggregate amount of the portion of the principal amount of the Indebtedness of any other Person on that date
subject to a Guaranty Obligation issued by Station or any of its Subsidiaries,plus(e) the aggregate amount of all Guaranty Obligations of
Station and its Subsidiaries with respect to obligations other than Indebtedness that has been (or in accordance with Financial Accounting Standards Board Statement No. 5 should be) quantified
and reflected on their most recent consolidated balance sheet on or prior to that date and remains in effect on that date;provided, however, that
Station Adjusted Funded Debt shall not include:



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"Station Average Quarterly Adjusted Funded Debt" means, as of the last day of any fiscal quarter of Station, the average principal amount
of the Station Adjusted Funded Debt on the last day of each of the three calendar months comprising such Fiscal Quarter.

"Station Companies" means, collectively, Station, Station Management and Station Development, and "Station
Company" means any of the Station Companies.

"Station Default" has the meaning set forth in the Completion Guaranty.

"Station Development" means Station Development, LLC, a California limited liability company which is a wholly-owned direct or indirect
Subsidiary of Station, its successors and permitted assigns.

"Station Management" means Station California, LLC, a California limited liability company which is a wholly-owned direct or indirect
Subsidiary of Station, its successors and permitted assigns.

"Station Leverage Ratio" means, as of the last day of each fiscal quarter of Station, the ratio of (a) Station Average Quarterly
Adjusted Funded Debt for that fiscal quarter to (b) Station Adjusted EBITDA for the twelve month fiscal period ending on that date;exceptthat
such calculations shall exclude any amounts or items attributable to any Person then designated as an "Unrestricted New Venture Entity" under the Station Loan Agreement.

"Station Loan Agreement" means the Amended and Restated Loan Agreement dated as of September 18, 2002 among Palace Station
Hotel & Casino, Inc., Boulder Station, Inc., Texas Station, LLC, Santa Fe Station, Inc., Sunset Station, Inc., Fiesta Station Holdings, LLC, Fiesta
Station, Inc., Lake Mead Station Holdings, LLC and Lake Mead Station, Inc. as borrowers, the lenders therein named, and Bank of America, as Administrative Agent, as in effect on the
Closing Date, and it may from time to time be supplemented, modified, amended, restated, extended or (if such agreement is terminated) any successor senior credit agreement providing for senior
Indebtedness of Station in an aggregate principal amount which is in excess of $25,000,000.

"Sub Debt Contribution Note" means any promissory note executed by the Borrower in favor of Station to evidence Sub Debt Contributions,
each of which shall be in a form to be approved by the Administrative Agent prior to the Closing Date.

"Sub Debt Contributions" means investments made in cash by Station or its Affiliates or by third parties approved by the Administrative
Agent (and not objected to by the Requisite Lenders within five Business Days following notice thereof) by any of Subordinated Obligations of Borrower and which are subject in any event to the
Subordination Agreement.

"Subordinated Obligations" means the Existing Station Sub Debt, any other Sub Debt Contributions and any other unsecured Indebtedness of
Borrower, which:



providedthat in exercising its discretion to approve such representations, warranties, covenants, defaults, and subordination provisions, the
Administrative Agent shall provide drafts of proposed documents not later than five Business Days prior to their effectiveness and the Requisite Lenders shall not have objected within that period to
the terms thereof.

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"Subordination Agreement" means a Subordination Agreement executed by the Station Companies with respect to (a) the obligations of
Borrower to make payments to Station and Station Management under the Management Agreement and Station and Station Development under the Development Agreement, (b) the repayment of Sub Debt
Contributions, and (c) and all reimbursement, indemnification, subrogation and other similar claims under the Completion Guaranty and the Make-Well, in each case subordinating such obligations
to the full and final payment of the Obligations in a manner which is acceptable to the Administrative Agent.

"Subsidiary" means, as of any date of determination and with respect to any Person, any corporation, limited liability company or
partnership (whether or not, in either case, characterized as such or as a "joint venture"), whether now existing or hereafter organized or acquired: (a) in the case of a corporation or limited
liability company, of which a majority of the securities having ordinary voting power for the election of directors or other governing body (other than securities having such power only by reason of
the happening of a contingency) are at the time beneficially owned by such Person and/or one or more Subsidiaries of such Person, or (b) in the case of a partnership, of which a majority of the
partnership or other ownership interests are at the time beneficially owned by such Person and/or one or more of its Subsidiaries.

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

"Swing Line" means the revolving line of credit established by the Swing Line Lender in favor of Borrower pursuant to Section 2.6.

"Swing Line Lender" means Bank of America or any other Lender approved by Borrower and the Administrative Agent.

"Swing Line Loans" means loans made by the Swing Line Lender to Borrower pursuant to Section 2.6.

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

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

"S&P" means Standard & Poor's Ratings Group (a division of McGraw Hill, Inc.).

"Syndication Agent" means Wells Fargo Bank, N.A., as syndication agent hereunder. The capacity of the Syndication Agent is titular in
nature, and Wells Fargo Bank, N.A. shall have no special rights or obligations over those of a Lender by reason thereof.

"Synthetic Lease" means, as to any Person, any obligation of such Person which is classified as an operating lease under Generally
Accepted Accounting Principles but which is treated under applicable
Law as a financing arrangement or in any event if the same is secured by a Lien on the assets of that Person or its Affiliates, including any "synthetic lease" (as that term is commonly used) and any
other similar structured finance products.

"Tax Certificate" means a certificate substantially in the form of Exhibit I.

"Tax Exempt Advance" means each Advance made by a Lender which is a part of a Tax Exempt Loan.

"Tax Exempt Commitment" as of the Closing Date means $0,000,000. Following the Closing Date, the Tax Exempt Commitment may be increased to
an amount not to exceed $20,000,000 pursuant to the provisions of Section 2.10. Subject to the terms and conditions set forth in Sections 2.8 and 2.9 the Tax Exempt Commitment may be
reduced from time to time. Subject to the terms and conditions set

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forth in Section 2.10, Borrower may reallocate amounts from the Tax Exempt Commitment to the Revolving Commitment (but not from the Revolving Commitment to the Tax Exempt Commitment).

"Tax Exempt Loan" means each Loan made under the Tax Exempt Commitment.

"Tax Exempt Note" means each promissory note made by Borrower to a Lender evidencing the Advances made by that Lender under its Pro Rata
Share of the Tax Exempt Commitment, substantially in the form of Exhibit J, either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed,
extended or supplanted.

"Tax Exempt Period" means, as to each Tax Exempt Loan, the period commencing on the date specified by Borrower pursuant to
Section 2.1(b) and ending 3 months thereafter, as specified by Borrower in the applicable Request for Loan; provided that:



"Tax Exempt Rate" means, as to each Tax Exempt Loan, the rate per annum which is equal to the sum of:



"Tax Regulations" means the United States Treasury Regulations promulgated pursuant to sections 103 and 141 through 150 of the
Code.

"Term Commitment" as of the Closing Date means $20,000,000. Subject to the terms and conditions set forth in Sections 2.8 and 2.9,
the Term Commitment may be reduced from time to time. Subject to the terms and conditions set forth in Section 2.11, the Term Commitment may be increased from time to time.

"Term Loan" means a Loan made pursuant to the Term Commitment.

"Term Note" means each promissory note made by Borrower to a Lender evidencing the Advance made by that Lender under its Pro Rata Share of
the Term Commitment, substantially in the form of Exhibit K, either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed, extended or
supplanted.

"Term Maturity Date" means the date which is the sixth anniversary of the Closing Date.

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"Term Reduction Amount" means an amount, to be determined as of the first Reduction Date, which is equal to the quotient of (i) one
half of the aggregate outstanding principal amount of the Loans then outstanding under the Term Commitment divided by (ii) the integral number of Reduction Dates which occur during the period
from and including the first Reduction Date through and including the final Reduction Date occurring prior to the Term Maturity Dateprovidedthat if,
following the first Reduction Date, the amount of the Term Commitments are increased pursuant to Section 2.11, the amount of each subsequent Term Reduction Amount shall be ratably increased.

"Thunder Valley Casino" means the proposed casino, hotel and resort facilities to be located on Real Property in Placer County, California
and proposed to be known as the "Thunder Valley Casino" as further described on Schedule 4.10.

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

"Tribal Council" means the Tribal Council of Borrower.

"Tribal Casino Executive" means any Person who is employed by the Borrower who is a general manager of the Thunder Valley Casino and has
been granted general authority to execute certifications on behalf of the Borrower in connection with the Loan Documents.

"Tribal Gaming Agency" means the United Auburn Indian Community Gaming Agency, established pursuant to the Gaming Ordinance.

"type", when used with respect to any Loan or Advance, means the designation of whether such Loan or Advance is a Base Rate Loan or
Advance, a Tax Exempt Loan or Advance, or a Eurodollar Rate Loan or Advance.

"Yield" in respect of (a) any Appropriate Investment, means the yield of any investment as described in section 1.148-5 of
the Tax Regulations; and (b) any Issue of the Tax Exempt Notes has the meaning set forth in section 1.148-4 of the Tax Regulations.

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

1.3Accounting TermsFiscal Periods.All accounting terms not specifically defined in this Agreement
shall be construed in conformity with, and all financial data required to be submitted by this Agreement shall be prepared in conformity with, Generally Accepted Accounting Principles applied on a
consistent basis,exceptas otherwise specifically prescribed herein. In the event that Generally Accepted Accounting Principles or Borrower's Fiscal
Year or Fiscal Quarters change during the term of this Agreement such that the covenants contained in Sections 6.10 through 6.14 would then be calculated for different periods, in a different
manner or with different components, (a) Borrower and the Lenders agree to amend this Agreement in such respects as are necessary to conform those covenants as criteria for evaluating
Borrower's financial condition to substantially the same criteria as were effective prior to such change in Fiscal Year, Fiscal Quarters or in Generally Accepted Accounting Principles and (b) Borrower
shall be deemed to be in compliance with the covenants contained in the aforesaid Sections if and to the extent that Borrower would have been in compliance therewith for the pre-existing fiscal
periods and under Generally Accepted Accounting Principles as in effect immediately prior to such change, but shall have the obligation to deliver each of the materials

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described in Article 8 to the Creditors, on the dates therein specified, with financial data presented for its pre-existing fiscal periods and in a manner which conforms with Generally
Accepted Accounting Principles as in effect immediately prior to such change.

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

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

1.6Miscellaneous Terms.In the Loan Documents, the term "or" is disjunctive; the term "and" is conjunctive. The
term "shall" is mandatory; the term "may" is permissive. Masculine terms also apply
to females; feminine terms also apply to males. The term "including" is by way of example and not limitation.

ARTICLE 2
LOANS AND LETTERS OF CREDIT

2.1Loans-General.



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2.2Base Rate Loans.Each request by Borrower for a Base Rate Loan shall be made pursuant to a Request for Loan
(or telephonic or other request for loan referred to in the second sentence of Section 2.1(d), if applicable) received by the Administrative Agent, at the Administrative Agent's Office, not
later than 9:00 a.m. California local time, on the date (which must be a Business Day) of the requested Base Rate Loan. All Loans shall constitute Base Rate Loans unless properly designated as
Eurodollar Rate Loans pursuant to Section 2.3 or Tax Exempt Loans pursuant to Section 2.4.

2.3Eurodollar Rate Loans.



2.4Tax Exempt Loans.



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2.5Letters of Credit.



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2.6Swing Line.(a) Subject to the terms and conditions set forth herein, from the Closing Date through
the day prior to the Revolver Maturity Date the Swing Line Lender shall make Swing Line Loans to Borrower in such amounts as Borrower may request which do not result in (i) the Outstanding
Obligations being in excess of the aggregate then effective Commitments, (ii) the Outstanding Obligations under the Revolving Commitment being in excess of the Revolving Commitment,
(iii) the Swing Line Outstandings being in excess of $10,000,000. Without the consent of

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all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default. Borrower may borrow, repay and reborrow under this Section without premium or penalty. Unless
notified to the contrary by the Swing Line Lender, borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 upon telephonic request by a Responsible Official of
Borrower (or of Station Management made pursuant to the Authorization) made to the Swing Line Lender and the Administrative Agent not later than 1:00 p.m., California local time, on the
Business Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by
telecopier to Swing Line Lender with a copy to the Administrative Agent),providedthat if the requested Swing Line Loan is to be credited to an account
which is not with the Swing Line Lender, the request must be submitted by 11:30 a.m., California local time. Promptly after receipt by the Swing Line Lender of any telephonic request for a
Swing Line Loan, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received notice of such request and, if not, the
Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the
Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Loan (a) directing the Swing Line Lender not to make such Swing
Line Loan as a result of the limitations set forth in this Section 2.6 or (B) that one or more of the applicable conditions specified in Section 9.3 is not then satisfied, then, subject
to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan
available to the Borrower. Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000. If Borrower
instructs the Swing Line Lender to debit its demand deposit account at the Swing Line Lender in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender otherwise receives
repayment, after 3:00 p.m., California local time, on a Business Day, such payment shall be deemed received on the next Business Day.



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2.7Administrative Agent's Right to Assume Funds Available for Advances.Unless the Administrative Agent shall
have been notified by any Lender prior to the funding by the Administrative Agent of any Loan that such Lender does not intend to make available to the Administrative Agent such Lender's Pro Rata
Share of the total amount of such Loan, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of the Loan and the Administrative
Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If the Administrative Agent has made funds available to Borrower based on such assumption and such
corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such
Lender, which demand shall be made in a reasonably prompt manner. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative
Agent promptly shall notify Borrower, who shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such
corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower to the date such corresponding amount is recovered by the
Administrative Agent, at a rate per annum equal to the Federal Funds Rate. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Pro Rata Share of either Commitment
or to prejudice any rights which the Administrative Agent or Borrower may have against any Lender as a result of any default by such Lender hereunder.

2.8Voluntary Reduction of Commitments.Borrower shall have the right, at any time and from time to time,
without penalty or charge, effective following at least three Business Days' prior written notice by a Responsible Official of Borrower to the Administrative Agent, voluntarily to reduce, permanently
and irrevocably, in aggregate principal amounts in an integral multiple of $250,000 but not less than $1,000,000, or to terminate, all or a portion of the then undisbursed portion of the Commitments; providedthat the Commitments may not be so reduced below an amount equal to thesum of(i) the
aggregate principal amount outstanding under the Notes,plus(ii) the Aggregate Effective Amount of all outstanding Letters of Credit plus(c)
 the Swing Line Outstandings, in each case as of the effective date of the reduction in the Commitments. The voluntary reduction of the
Commitments by Borrower under this Section shall be applied to the Commitments in such order as Borrower may designate in such written notice to Administrative Agent provided such voluntary
reduction shall have no effect upon the requirement of mandatory reductions thereof in accordance with Section 2.9. The Administrative Agent shall promptly notify the Lenders of any reduction
or termination of the Commitments under this Section.

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2.9Mandatory Reductions of Commitments.



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2.10Reallocation of Commitments.Provided that no Default or Event of Default then exists, Borrower may
irrevocably reallocate the unutilized portion of Tax Exempt Commitment to the Revolving Commitment or an unutilized portion of the Revolving Commitment to the Tax Exempt Commitment, provided that the
Tax Exempt Commitment shall not exceed $20,000,000. Each such reallocation shall require, not less than five Business Day's notice from Borrower to the Administrative Agent. Bank of America and Wells
Fargo have each agreed to assume one half of any reallocation of the Revolving Commitment to the Tax Exempt Commitment and no other Lender shall assume any portion of the Tax
Exempt Commitment (but shall thereupon be relieved of a corresponding amount of the Revolving Commitment). Each such reallocation shall be in an amount which is an integral multiple of $1,000,000 and
no more than two such reallocations may occur without the consent of the Administrative Agent. Upon any such reallocation, (i) the portion of the Commitment so reallocated shall be deemed
terminated, (ii) each Lender having a Pro Rata Share of the portion of the Commitment so reallocated shall be deemed to have assumed a share of the other Commitment which is equal in dollars to
the amount of its Pro Rata Share of the Commitment so terminated, (iii) the relevant Commitment shall be increased in the amount of the reallocation, (iv) the Pro Rata Shares of each Lender in
the Commitments shall be deemed adjusted to give effect to such termination and increase, and (v) the principal amount of the Advances shall be reallocated amongst the Lenders to reflect their
respective Pro Rata Shares in the relevant Commitments (which shall be adjusted to reflect the transfer) and the Borrower shall pay to the Lender any breakage costs or similar amounts which result
from any such reallocation. It is understood and agreed that, upon any such reallocation of the Commitments, the Borrower shall be responsible for any costs, including breakage costs, which arise from
the resulting adjustment of the Pro Rata Shares of the Lenders in the Commitments.

2.11Optional Increases to Commitments.(a) Provided that no Default or Event of Default then exists, the
aggregate amount of the Commitments may be increased upon the request of the Borrower from time to time to an amount which is not greater than $215,000,000 (minus the amount of any reductions to the
Commitments which have then occurred pursuant to Sections 2.8 or 2.9) in accordance with the provisions of this Section (any such increase being referred to herein as the "Increased
Commitments").



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ARTICLE 3
PAYMENTS AND FEES

3.1Principal and Interest.



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3.2Co-Lead Arrangers' Fees.On the date of execution of this Agreement, Borrower shall pay to Co-Lead Arrangers
through the Administrative Agent certain fees in the amount heretofore agreed upon by letter agreement between Borrower and the Co-Lead Arrangers. These fees are for the services of the Co-Lead
Arrangers in arranging the credit facilities under this Agreement and are fully earned when paid and are nonrefundable.

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3.3Upfront and Other Fees.



3.4Commitment Fees.From the date of execution of this Agreement, Borrower shall pay to the Administrative
Agent, for the ratable accounts of the Lenders having a Revolving Commitment or Tax Exempt Commitment in accordance with their respective Pro Rata Shares of the Revolving Commitment and Tax Exempt
Commitment, a commitment fee equal to the Commitment Fee Rate times the difference between (a) the sum of the Revolving Commitment and the Tax Exempt Commitment, and (b) the Outstanding
Obligations under the Revolving Commitment and Tax Exempt Commitment (other than the Swing Line Outstandings). The commitment fees shall be payable quarterly in arrears on each Quarterly Payment Date,
on the Revolver Maturity Date and upon the date of any partial reduction or termination of the Commitments pursuant to Sections 2.8 or 2.9.

3.5Letter of Credit Fees.Concurrently with the issuance of each Letter of Credit, Borrower shall pay a letter
of credit issuance fee to the Issuing Bank, for the sole account of the Issuing Bank, in an amount set forth in a letter agreement between Borrower and the Issuing Bank. Each letter of credit issuance
fee is nonrefundable. On each Quarterly Payment Date and on the Revolver Maturity Date, Borrower shall also pay to the Administrative Agent in arrears, for the ratable account of the Lenders in
accordance with their Pro Rata Share of the Revolving Commitment (or, if the Revolving Commitment has been terminated, in accordance with their Pro Rata Shares of the Aggregate Effective Amount),
letter of credit fees in an amount equal to the Letter of Credit Fee per annumtimesthe average daily Aggregate Effective Amount of all Letters of
Credit for the period from the Closing Date or the most recent Quarterly Payment Date. All letter of credit fees shall also be non-refundable.

3.6Administrative Fees.On the date hereof and annually thereafter, Borrower shall pay to the Administrative
Agent an administrative fee in such amounts as heretofore agreed upon by letter agreement between Borrower and Bank of America and the Co-Lead Arrangers. The administrative fee is for the services to
be performed by the Administrative Agent in acting as Administrative Agent and is fully earned on the date paid. The administrative fee paid to the Administrative Agent is solely for its own account
and is nonrefundable.

3.7Increased Commitment Costs.If any Lender shall determine in good faith that the introduction after the date
hereof of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in the interpretation or administration thereof by any central bank or other
Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender (or its Eurodollar Lending Office) or any corporation controlling the Lender, with any
request, guideline or directive regarding capital adequacy (whether or not having the force of Law) of any such central bank or other authority, affects or would affect the amount of capital required
or expected to be maintained by such Lender or any corporation controlling such Lender and

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(taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines in good faith that the amount of such
capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within ten Business Days after demand of such Lender, Borrower shall
pay to such Lender, from time to time as specified in good faith by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent reasonably
allocable to such obligations under this Agreement,providedthat Borrower shall not be obligated to pay any such amount which arose prior to the date
which is ninety days preceding the date of such demand or is attributable to periods prior to the date which is ninety days preceding the date of such demand. Each Lender's determination
of such amounts shall be conclusive in the absence of manifest error. Any request for compensation by a Lender under this Section shall set forth the basis upon which it has been determined
that such an amount is due from Borrower, a calculation of the amount due, and a certification that the corresponding costs or diminished rate of return on capital have been incurred or sustained by
the Lender.

3.8Eurodollar Costs and Related Matters.



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3.9Default Rate.If any installment of principal or interest or any fee or cost or other amount payable under
any Loan Document to the Administrative Agent or any Lender is not paid when due, or at the option of the Requisite Lenders upon the occurrence and during the continuance of any

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Event of Default, the outstanding Loans, and any such delinquent fees, costs or other amounts, shall thereafter bear interest at a rate which is 2% per annum in excess of the otherwise applicable
rate, and the outstanding Letters of Credit shall thereafter accrue fees at a rate which is 2% per annum in excess of the otherwise applicable fees, in each case to the fullest extent permitted by
applicable Laws. Accrued and unpaid interest on past due amounts (includinginterest on past due interest) shall be compounded monthly, on the last day
of each calendar month, to the fullest extent permitted by applicable Laws.

3.10Computation of Interest and Fees.Computation of interest on Base Rate Loans shall be calculated on the
basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed; computation of interest on all other Loans and all fees under this Agreement shall be
calculated on the basis of a year of 360 days and the actual number of days elapsed. Borrower acknowledges that such latter calculation method will result in a higher yield to the
Lenders than a method based on a year of 365 or 366 days. Interest shall accrue on each Loan for the day on which the Loan is made; interest shall not accrue on a Loan, or any portion thereof,
for the day on which the Loan or such portion is paid. Any Loan that is repaid on the same day on which it is made shall bear interest for one day. Notwithstanding anything in this Agreement to the
contrary, interest in excess of the maximum amount permitted by applicable Laws shall not accrue or be payable hereunder or under the Notes, and any amount paid as interest hereunder or under the
Notes which would otherwise be in excess of such maximum permitted amount shall instead be treated as a payment of principal.

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

3.12Manner and Treatment of Payments.



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

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

3.15Administrative Agent's Right to Assume Payments Will be Made by BorrowerUnless the Administrative Agent
shall have been notified by Borrower prior to the date on which any payment to be made by Borrower hereunder is due that Borrower does not intend to remit such payment, the Administrative Agent may,
in its discretion, assume that Borrower has remitted such payment when so due and the Administrative Agent may, in its discretion and in reliance upon such assumption, make available to each Lender on
such payment date an amount equal to such Lender's share of such assumed payment. If Borrower has not in fact remitted such payment to the Administrative Agent, each Lender shall forthwith on demand
repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was
made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate.

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

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3.17Concerning The Tax Exempt Loans.In the event that any Lender notifies the Administrative Agent and
Borrower that such Lender has:



3.18Survivability.All of Borrower's obligations under Sections 3.7 and 3.8 shall survive for
ninety days following the date on which the Commitments are terminated, all Obligations hereunder are fully paid and all Letters of Credit have expired,unless(in the context of any Letter of
Credit) the Issuing Lender has been provided with cash collateral acceptable to the Issuing Lender in respect thereof, and has released each of
the Lenders from its participation pursuant to Section 2.5 in such Letter of Credit.

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ARTICLE 4
REPRESENTATIONS AND WARRANTIES

In order to induce the Creditors to enter into this Agreement and the other Loan Documents, to make Loans and to issue and participate in Letters of Credit
hereunder, Borrower represents and warrants to the Creditors that, as of the date hereof and as of the date when any of the following representations are reaffirmed pursuant to Article 9 or
otherwise reaffirmed in any Loan Document:

4.1Existence and Qualification; Power; Compliance With Laws.



4.2AuthorityNo Contravention as to Borrower.The execution, delivery and performance by Borrower
of the Loan Documents and Material Documents to which it is a party have been duly authorized by all necessary Tribal Council, Tribal Gaming Agency, Development Board, Business Board and other action,
and do not:



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and
Borrower is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any indenture, loan or credit agreement described in Section 4.2(f), in any respect
that constitutes a Material Adverse Effect.

4.3AuthorityStation.The execution, delivery and performance by any Station Company of the Loan
Documents and the Material Documents to which it is a party have been duly authorized by all necessary corporate and other action, and do not:



and
no Station Company is in violation of, or default under, any Requirement of Law or Contractual Obligation, or any indenture, loan or credit agreement described in Section 4.3(e), in any
respect that constitutes a Material Adverse Effect.

4.4No Governmental Approvals Required.No authorization, consent, approval, order, license or permit from, or
filing, registration or qualification with, any Governmental Agency (including without limitation the Bureau of Indian Affairs and the NIGC) is required to authorize, permit or render

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enforceable under applicable Laws the execution, delivery and performance by Borrower and Station of the Loan Documents and Material Documents to which they are parties which has not been obtained.

4.5The Nature of Borrower.Borrower has no Subsidiaries and no Affiliates which are included in or controlled
by or through Borrower. No activities of Borrower constituting or relating to the ownership and operation of gaming facilities (including all Class II and Class III gaming activities
within the meaning of IGRA) or constituting or relating to the ownership of hotel, restaurant, entertainment and resort facilities are conducted by Borrower through any Subsidiary or Affiliate.

4.6No Management Contract.Neither this Agreement nor the other Loan Documents, taken individually or as a
whole, constitute (a) "management contracts" or "management agreements" within the meaning of IGRA or the regulations promulgated thereunder, (b) deprive Borrower of the sole proprietary
interest and responsibility of the conduct of gaming activity at the Thunder Valley Casino, or (c) constitute encumbrances on Indian lands within the meaning of 25 U.S.C. § 81. To
the extent that the Loan Documents are considered to be "collateral documents" to the Management Agreement under IGRA and the regulations promulgated thereunder, all required approvals of the Loan
Documents under IGRA have been obtained.

4.7Financial Statements.Borrower has furnished to the Lenders the opening balance sheet of the Borrower with
respect to the Gaming Property as of the Closing Date. This balance sheet fairly presents the financial condition of Borrower, as of the Closing Date in accordance with Generally Accepted Accounting
Principles consistently applied, after giving effect to all transactions which occur on the Closing Date. The balance sheet of Borrower referred to above, and each balance sheet of Borrower hereafter
delivered to the Administrative Agent under Article 8, includes as liabilities of Borrower, all Recourse Obligations existing as of the date hereof and thereof, respectively, whether or not
Borrower is described as the borrower or obligor with respect thereto (including all Recourse Obligations for which Borrower is the nominal obligor). No Non-Gaming Property is or will be described as
an asset of Borrower on any balance sheet or other financial statement of Borrower provided to the Administrative Agent or the Lenders.

4.8No Other Liabilities; No Material Adverse Effect.As of the Closing Date, Borrower does not have any
material liability or material contingent liability not reflected or disclosed in the financial statements described in Section 4.7. No event or circumstance that constitutes a Material Adverse Effect
has occurred since September 30, 2002. As of the date of each Advance made and each Letter of Credit issued subsequent to the Closing Date, no event or circumstance has occurred since the
Closing Date that constitutes a Material Adverse Effect.

4.9Title to and Location of Property.As of the Closing Date, Borrower has good and valid title to all
the Property reflected in the balance sheet of Borrower described in Section 4.7other thanimmaterial items of Property subsequently sold or
disposed of in the ordinary course of business, free and clear of all Liens and Rights of Others (other than Liens and Rights of Others permitted by this Agreement).

4.10Real Property.As of the Closing Date, Schedule 4.10 sets forth a legal description of all Real Property
owned by Borrower or held by the United States government in trust for the benefit of Borrower which is Gaming Property, which legal description is accurate and complete in all material respects. The
Gaming Property includes all real, mixed and personal property which is operationally integral to the on-reservation gaming activities of Borrower.

4.11Intangible Assets.Borrower owns, or possesses the right to use to the extent necessary in the business of
Borrower, all trademarks, trade names, copyrights, patents, patent rights, computer software, licenses and other Intangible Assets that are used in the conduct of the business of Borrower as now
operated and which are material to the condition (financial or otherwise), business or operations of Borrower, and no such Intangible Asset conflicts with the valid trademark, trade name,

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copyright, patent, patent right or Intangible Asset of any other Person to the extent that such conflict constitutes a Material Adverse Effect.

4.12Governmental Regulation.Borrower is not subject to regulation under any Law limiting or regulating its
ability to incur Indebtedness for money borrowed, to grant Liens to secure its obligations with respect to such Indebtedness or to otherwise perform the Obligations. As of the Closing Date, the
Compact, the Management Agreement, the Development Agreement and the Loan Agreement have received all required approvals and consents of Governmental Agencies which are required for their validity and
enforceability.

4.13Litigation.Exceptfor (a) any matter fully covered
(subject to applicable deductibles and retentions) by insurance and with respect to which the insurance carrier has not denied coverage, nor issued any denial of claim, nor any other statement that
the claim is in excess of coverage, (b) any matter, or series of related matters, not fully covered by insurance (subject to applicable deductibles and retentions) involving a claim against
Borrower which is, in the reasonable opinion of their independent legal counsel, in an amount less than $1,000,000, and (c) matters set forth in Schedule 4.13, there are no
actions, suits, proceedings or investigations pending as to which Borrower has been served or have received notice or, to the best knowledge of Borrower, threatened against or affecting Borrower or
any of its Property before any Governmental Agency. There is no reasonable basis to believe that any of the matters described on Schedule 4.13 may result in or constitute a Material Adverse Effect.

4.14Binding Obligations.The Loan Documents and each of the Material Documents to which Borrower or any Station
Company is a party have been executed and delivered by Borrower and such Station Company, as applicable, and constitute the legal, valid and binding obligations of Borrower and such Station Company
enforceable in accordance with their terms, and each Loan Document hereafter executed by Borrower will, when executed and delivered by the Parties thereto, constitute the legal, valid and binding
obligation of Borrower and Station as applicable, enforceable against Borrower and such Station Company as applicable in accordance with its terms. The provisions of Sections 12.25 and 12.31
are specifically enforceable against Borrower.

4.15No Default.No event has occurred and is continuing that is a Default or an Event of Default.

4.16ERISA.As of the Closing Date neither Borrower nor any ERISA Affiliate of Borrower maintains, contributes
to or is required to contribute to any "employee pension benefit plan" that is subject to Title IV of ERISA.

4.17Regulations T, U and X; Investment Company Act.No part of the proceeds of any Loan or other extension of
credit hereunder will be used to purchase or carry, or to extend credit to others for the purpose of purchasing or carrying, any "margin stock" (as such term is defined in Regulations T, U and X) in
violation of Regulations T, U and X. Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any such
"margin stock." Borrower is not required to be registered as an "investment company" under the Investment Company Act of 1940.

4.18Disclosure.No written statement made by or on behalf of Borrower or Station to the Administrative Agent or
any Lender in connection with this Agreement, or in connection with any Loan or Letter of Credit, contains any untrue statement of a material fact or omits a material fact necessary in order to make
the statement made not misleading in light of all the circumstances existing at the date the statement was made. There is no fact known to Borrower or Station (other than matters of a general economic
nature or matters generally applicable to businesses of the types engaged in by Borrower) which would constitute a Material Adverse Effect that has not been disclosed in writing to the Administrative
Agent and the Lenders.

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4.19Tax Liability.Borrower has filed all tax returns which are required to be filed, and has paid, or made
provision for the payment of, all taxes with respect to the periods, Property or transactions covered by said returns, or pursuant to any assessment received by Borrower, except such taxes, if any, as
are being contested in good faith by appropriate proceedings and as to which adequate reserves have been established and maintained in accordance with Generally Accepted Accounting Principles.

4.20Projections.As of the Closing Date, to the best knowledge of Borrower, the assumptions set forth in the
Projections are reasonable and consistent with each other and with all facts known to Borrower and no material assumption is omitted as a basis for the Projections, and the Projections are reasonably
based on such assumptions. Nothing in this Section shall be construed as a representation, warranty or covenant that the Projections in fact will be achieved.

4.21Employee Matters.There is no strike or work stoppage in existence or, to Borrower's knowledge,
threatened involving Borrower that would constitute a Material Adverse Effect.

4.22Gaming Laws.Borrower and Station are in material compliance with all applicable Gaming Laws.

4.23Security Interests.The Liens created by the Security Agreement are perfected and of first priority to the
fullest extent that the same may be perfected by the filing of financing statements under the California Uniform Commercial Code. The Deposit Account Agreements create a valid and perfected Lien in
the Collateral described therein (including without limitation the Operating Accounts) securing the Obligations. Each of the Liens described in this Section are of first priority, subject only to
Permitted Encumbrances and Permitted Rights of Others.

4.24Hazardous Materials.Except as specifically described in Schedule 4.24, neither Borrower nor to the best
knowledge of each Senior Officer of Borrower any predecessor in title or any third person at any time occupying or present on the Real Property at any time, has disposed of, discharged, released or
threatened the release of any material amount of Hazardous Materials on, from or under such real property in any manner that violates any Hazardous Materials Law. Except as specifically described in
Schedule 4.24, no condition exists that violates any Hazardous Material Law affecting the Real Property except for such violations that would not individually or in the aggregate have a Material
Adverse Effect. Except as specifically described in Schedule 4.24, the Real Property and each portion thereof is not and has not been utilized by Borrower as a site for the manufacture of any
Hazardous Materials and is in compliance in all material respects with all Hazardous Materials Laws. To the extent that any
Hazardous Materials have been, or are, used, generated or stored by Borrower on any Real Property, or transported to or from such Real Property by Borrower, such use, generation, storage and
transportation have been and are, in compliance in all material respects with all Hazardous Materials Laws.

4.25Arbitration.Borrower has duly and validly enacted the Arbitration Ordinance in accordance with the
Constitution and all other applicable Laws. Pursuant to the Arbitration Ordinance and the Constitution, to the extent that any dispute among the parties to the Loan Documents is initiated in or
referred to the Tribal Court of Borrower, (i) such court lacks discretion to refuse to compel arbitration among the parties to the dispute, and (ii) such court is obligated to honor and
enforce any award by the arbitrator, without review of any nature by such court.

4.26Deposit Accounts.Borrower does not maintain any Operating Account with any bank, savings association,
financial institution or similar financial intermediary in which Cash or Cash Equivalents having an aggregate value in excess of $100,000 for all such accounts are deposited which is not listed on
Schedule 4.26 or the existence of which has not been disclosed to the Administrative Agent and the Lenders in writing and made subject to a Deposit Account Agreement in favor of the Administrative
Agent.

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4.27The Tax Exempt Loans.Borrower reasonably expects that (a) it will spend not less than 85% of the
spendable proceeds of each Tax Exempt Loan to carry out the governmental purposes of the Issue of the related Tax Exempt Loan within three years after the date of issuance of such Tax Exempt
Loan, and (b) not more than 50% of the proceeds of any Tax Exempt Loan will be invested in nonpurpose investments having a substantially guaranteed yield for four years or more. No Tax Exempt
Loan will be a "hedge bond" within the meaning of Section 149(g) of the Code.

All
facilities financed with proceeds of a Tax Exempt Loan will be owned and maintained by Borrower and available for use by members of the general public on a substantially equal basis.
Borrower shall not enter into any lease, use or other agreement with any non-governmental person relating to the use of any facilities financed with the proceeds of a Tax Exempt Loan which would cause
the Tax Exempt Loan to be considered a "private activity bond" or "private loan bond" within the meaning of Section 141 of the Code. Substantially all (90%) or more of the net proceeds of each
Tax Exempt Loan will be used to finance or refinance the costs of facilities which constitute "essential government functions" of Borrower.

4.28Management and Development Agreements; Investments by Station.As of the Closing Date, the Management
Agreement and the Development Agreement have received all required approvals of the NIGC, and there are no other consents or approvals of any Governmental Agency which are required to render the
Management Agreement and the Development Agreement effective. As of January 22, 2003, the aggregate Indebtedness of Borrower to Station and its Affiliates is $36,798,151, all of which is
evidenced by the subordinated promissory note referred to in Section 9.1(i). As of the Closing Date, there is no arrangement for the payment of fees or other amounts by Borrower to Station or its
Affiliates which is not evidenced by the Management Agreement or Development Agreement. Without limitation on the preceding sentence, there is no separate fee payable by Borrower to Station or its
Affiliates for the issuance of the Completion Guaranty and the Make-Well.

ARTICLE 5
AFFIRMATIVE COVENANTS
(OTHER THAN INFORMATION AND
REPORTING REQUIREMENTS)

So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of any of the Commitments remains in force, Borrower
shall, unless the Administrative Agent (with the approval of the Requisite Lenders) otherwise consents:

5.1Payment of Taxes and Other Potential Liens.Pay and discharge promptly all taxes, assessments and
governmental charges or levies imposed upon Borrower or its Property or any part thereof, upon its income or profits or any part thereof or (to the extent that the same arise after the Closing Date)
any tax, assessment, governmental charges or levies imposed upon any right or interest of the Administrative Agent or any Lender under any Loan Document,exceptthat Borrower shall not be required to
pay or cause to be paid (a) any income or gross receipts tax or any other tax on or measured by income generally applicable to
banks, (b) any tax, assessment, charge or levy that is not yet delinquent, or is being contested in good faith by appropriate proceedings, so long as Borrower has established and maintained
adequate reserves for the payment of the same in accordance with Generally Accepted Accounting Principles and by reason of such nonpayment and contest no material item or portion of Gaming Property is
in jeopardy of being seized, levied upon or forfeited, and (c) taxes, assessments, charges and levies of amounts not in excess of $100,000 which Borrower in good faith inadvertently fails to
pay.

5.2Maintenance of Properties.Maintain, preserve and protect all of the depreciable Gaming Property in good
order and condition, subject to wear and tear in the ordinary course of business, and not permit any waste of such Properties,exceptthat the failure
to maintain, preserve and protect a

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particular item of depreciable Gaming Property that is not of significant value, either intrinsically or to the operations of Borrower shall not constitute a violation of this covenant, and maintain
its ownership of all intellectual property and licenses thereof necessary for the operation of the Thunder Valley Casino.

5.3Maintenance of Insurance.Maintain liability, casualty and other insurance with respect to itself and all
Gaming Property (subject to customary deductibles and retention) with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar
businesses and owning similar assets in the general areas in which Borrower operates and, in
any event, (a) workers' compensation insurance, to the extent required to comply with all applicable state, territorial and United States laws and regulations, (b) comprehensive general
liability insurance with minimum limits of $1,000,000, (c) umbrella liability insurance providing excess liability coverages over and above the foregoing underlying insurance policies up to a
minimum limit of $25,000,000, (d) property insurance protecting the Thunder Valley Casino for possible damage by fire, lightening, wind-storm other damage, vandalism, riot, earthquake, civil
commotion, malicious mischief, hurricane, and such other risks and hazards as are from time to time covered by an "all risk" policy or a property policy covering "special" causes of loss,
(e) such insurance shall provide coverage of not less than 100% of actual replacement value (as determined at each policy renewal based on the F.W. Dodge Building Index or some other recognized
means) of any improvements with a deductible no greater than $750,000 (other than earthquake insurance for which the deductible may be up to 10% of such replacement value), (e) business
interruption insurance and (f) such insurance with respect to the Real Property as is maintained as of the Closing Date as described in Schedule 5.3.

5.4Compliance With Laws.Comply with all Requirements of Laws noncompliance with which would constitute a
Material Adverse Effect, except that Borrower need not comply with a Requirement of Law then being contested by it in good faith by appropriate proceedings.

5.5Preservation of Licenses and Permits.Preserve and maintain all authorizations, rights, franchises,
privileges, consents, approvals, orders, licenses, permits, or registrations from any Governmental Agency that are necessary for the transaction of the business of the Thunder Valley Casino, and
qualify and remain qualified to transact business in each jurisdiction in which such qualification is necessary in view of its business or the ownership or leasing of its Properties exceptwhere the
failure to preserve and maintain any such authorizations, rights, franchises, privileges, consents, approvals, orders, licenses,
permits or registrations or to so qualify or remain qualified would not constitute a Material Adverse Effect.

5.6Inspection Rights.Upon reasonable notice, at any time during regular business hours and as often as
requested (but not so as to unreasonably interfere with the business of Borrower), permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to
examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Thunder Valley Casino, and to discuss the affairs, finances and accounts of Borrower
with any of its officers, key employees, and accountants, and, upon request, furnish promptly to the Administrative Agent or any Lender true copies of all financial information made available to the
senior management of Borrower. Without limitation on the foregoing, Borrower shall:



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5.7Keeping of Records and Books of Account.Keep adequate records and books of account reflecting all financial
transactions in conformity with Generally Accepted Accounting Principles and in material conformity with all applicable requirements of any Governmental Agency having regulatory jurisdiction over
Borrower.

5.8Compliance With Agreements.Promptly and fully comply with all Contractual Obligations under all material
agreements, indentures, leases and instruments to which it is a party, whether such material agreements, indentures, leases or instruments are with a Lender or another Person, providedthat the good
faith failure of Borrower to comply with Contractual Obligations involving an amount of money which is less than $1,000,000 or
Property having a value of less than $1,000,000 shall not constitute a breach of this covenant for so long as Borrower is attempting, through the exercise of diligent efforts, to comply therewith.

5.9Use of Proceeds.Use the proceeds of the Loans and Letters of Credit (a) to pay the fees and transaction
expenses to be paid on the Closing Date, (b) to finance the continuing design, development, construction and other costs associated with the proposed Thunder Valley Casino in accordance with
the Approved Plans and the Approved Budget (as the same may be augmented by the amount of any Sub Debt Contributions), including development of gaming space, parking, gift shops and restaurants,
(c) to provide for working capital availability for, and other purposes of, the gaming operations of Borrower (including without limitation the financing of interest and, to the extent payable
in cash, payments under the Management Agreement and the Development Agreement), and (d) in the case of Loans under the Tax Exempt Commitment only for "essential governmental functions" of Borrower
within the meaning of Section 7871(e) of the Code and in a manner which assures that the interest on the Tax Exempt Loans shall not be includable in gross income of the Lenders for
federal income tax purposes and (d) to the extent permitted by Section 6.1(d) to refinance Existing Station Sub Debt.

5.10Hazardous Materials Laws.Keep and maintain the Real Property and each portion thereof in compliance in all
material respects with all Hazardous Materials Laws and promptly advise Administrative Agent in writing of (a) any and all enforcement, cleanup, removal or other governmental or regulatory
actions instituted, completed or threatened in writing pursuant to any applicable Hazardous Materials Laws, (b) any and all claims made or threatened in writing, and received by Borrower, by
any third party against Borrower or the Real Property relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials and (c) discovery by
any Senior Officer of Borrower of any occurrence or condition on any real property adjoining or in the vicinity of the Real Property that could reasonably be expected to cause the Real Property or any
part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use of the Real Property under any Hazardous Materials Laws,providedthat the good faith failure of
Borrower to comply with Hazardous Materials Laws shall not constitute a breach of this covenant if (i) Borrower is diligently attempting to
comply therewith, (ii) no Gaming Property having a

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value in excess of $1,000,000 is in jeopardy of seizure or closure as a result of such non-compliance or cannot be used for its intended purpose as a result of such non-compliance .

5.11Deposit and Brokerage Accounts.Promptly and in any event within ten days enter into a Deposit Account
Agreement with respect to each Operating Account hereafter established.

5.12Tax Exempt Loans.Take all actions necessary to maintain, and not take or permit any other Person to take
any action which would have the result of adversely affecting, the status of (a) the interest on each Tax Exempt Loan as not includable in the gross income of the Lenders for federal income tax
purposes, (b) each Tax Exempt Loan as not an "arbitrage bond" under Section 148 of the Code, and (c) each Tax Exempt Loan as a "qualified tax exempt obligation" under
Section 265(b) of the Code.

5.13Sub Debt Contribution Notes.Promptly and in any event within five Business Days following the making of
any payment by Station under the Make-Well or the Completion Guaranty, issue a Sub Debt Contribution Note in the amount of such payment to Station.

5.14Government Approvals.Take all actions necessary to apply for and obtain any authorization, consent or
approval required to authorize, permit or render enforceable any amendment to any Loan Agreement or Material Document.

ARTICLE 6
NEGATIVE COVENANTS

So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of any of the Commitments remains in force, Borrower
shall not, unless the Administrative Agent (with the approval of the Requisite Lenders) otherwise consents:

6.1Payment of Subordinated Obligations.Prepay any principal (including sinking fund payments), interest or any
other amount with respect to any Subordinated Obligations, or purchase or redeem (or offer to purchase or redeem) any Subordinated Obligations, or deposit any monies, securities or other Property with
any trustee or other Person to provide assurance that the principal or any portion thereof of any Subordinated Obligations will be paid when due or otherwise provide for the defeasance of any
Subordinated Obligationsprovided thatso long as no Default or Event of Default exists, or would result therefrom, Borrower may (a) make
scheduled payments of interest in respect of the Subordinated Obligations, (b) make scheduled payments under the Management Agreement and the Development Agreement, (c) following the
Completion Date, prepay Subordinated Obligations (including, without limitation, Sub Debt Contributions) to the extent such prepayment is made out of Available Cash Flow after the payment of the
Obligations then due and to the extent that, giving pro forma effect to any such prepayments made in the current Fiscal Quarter, as of the last day of the immediately preceding Fiscal Quarter,
Borrower's Fixed Charge Coverage Ratio, as of the last day of the immediately preceding Fiscal Quarter, is not less than 1.25:1.00; and (d) concurrently with any increase in the Commitments
pursuant to Section 2.11, make prepayments of the Existing Sub Debt Contributions which do not result in (i) the sum of the aggregate principal amount of the Commitments plusthe principal
amount of the Existing Sub Debt Contributions remaining unpaid, being less than (ii) the greater of (A) $215,000,000, or
(B) the amount of the Approved Budget.

6.2Disposition of Property.Make any Disposition of Gaming Property, whether now owned or hereafter acquired other thanDispositions of the types described below made when no Default or Event of Default exists or would result therefrom:



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6.3Investments and Acquisitions.Make any Acquisition using Gaming Property, or enter into any agreement to
make any Acquisition using Gaming Property, or make or suffer to exist any Investment made using Gaming Property,except:



6.4Hostile Tender Offers.Use the proceeds of the Commitments or any funds of Borrower to directly or
indirectly finance any offer to purchase or acquire, or to consummate a purchase or acquisition of, 5% or more of the capital stock of any corporation or other business entity if the board of
directors or management of such corporation or business entity has notified Borrower that it opposes such offer or purchase.

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



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6.6ERISA.



6.7Liens; Negative Pledges; Sales and Leasebacks.Create, incur, assume or suffer to exist any Lien or Right of
Others of any nature upon or with respect to Gaming Property; or suffer to exist any Negative
Pledge with respect to any Gaming Property; or engage in any sale and leaseback transaction with respect to any Gaming Property;except:



6.8Indebtedness and Contingent Obligations.Create, incur, assume or suffer to exist any Indebtedness or
Contingent Obligation,except:



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6.9Transactions with Affiliates.Enter into any transaction of any kind with any Affiliate of Borrower other than(a) employment of enrolled tribal members, and the immediate family members of tribal members, on terms consistent with the past
practices of Borrower (including the payment of employment bonuses in accordance with past practices), (b) transactions involving Property having an aggregate value of not more than $100,000
for all such transactions, and (c) other transactions on terms at least as favorable to Borrower as would be the case in an arm's-length transaction between unrelated parties of equal
bargaining power, the terms of which are disclosed to the Lenders in writing.

6.10Use of Gaming Property Expenditures.Use any Gaming Property for a purpose which is not related to the
business of Borrower or specifically contemplated hereby, expend any funds which are Gaming Property for any purpose which does not directly or indirectly benefit Borrower, or make any Capital
Expenditure using funds of Borrower or other Gaming Property except to add to, further improve, maintain, repair, restore or refurbish the Thunder Valley Casino.

6.11Minimum Adjusted Gaming EBITDAM and Sub Debt Contributions.As of the last day of any Post-Opening Fiscal
Quarter, permit the sum of (a) Adjusted Gaming EBITDAMplus(b) any increase in the outstanding principal balance of the Sub Debt
Contributions during the period for which Adjusted Gaming EBITDAM has been calculated (orminusany reduction in the outstanding principal balance of
the Sub Debt Contributions during that period) to be less than:



6.12Leverage Ratio.Permit the Leverage Ratio as of the last day of any Post Opening Fiscal Quarter to be
greater than:



Fiscal Quarter Ending

Maximum RatioDecember 31, 2003 to March 31, 2005

1.25:1.00Thereafter

1.00:1.00


6.13Fixed Charge Coverage Ratio.Permit the Fixed Charge Coverage Ratio as of that last day of any Post Opening
Fiscal Quarter (a) upon which the Make-Well is in effect, to be less than 1:10:1.00, or (b) upon which the Make-Well is in not effect, to be less than 1:25:1.00.

6.14Capital Expenditures.Make, or become legally obligated to make, any Capital Expenditure other than:



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6.15Deposit Accounts.Fail, within ten days following the opening of each such account into which Gaming
Property is to be deposited, to execute and deliver to the Administrative Agent Deposit Account Agreements granting Liens in each deposit, checking, brokerage or other similar account of Borrower
which is opened following the Closing Date with any bank, savings association, financial institution or similar financial intermediary in which Cash or Cash Equivalents will be deposited.

6.16Construction Covenants.



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6.17Tax Exempt Notes.



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6.18Synthetic Leases.Enter into or assume any Synthetic Lease.

ARTICLE 7
RECOURSE COVENANTS

So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of any of the Commitments remains in force, Borrower
shall, unless the Administrative Agent (with the approval of the Requisite Lenders) otherwise consents:

7.1Continual Operation of the Thunder Valley Casino.Except as may be limited by Force Majeure, continuously
operate the Thunder Valley Casino in the manner that it is contemplated on the Closing Date to be operated, and in any event in compliance with the Gaming Ordinance, all applicable Laws and the
Compact, and refrain from conducting any gaming activities (including without limitation all Class II and Class III gaming activities (as defined in IGRA)) through any Person, agency or
instrumentality other than Borrower or at any location other than the Thunder Valley Casino, except to the limited extent permitted by Section 7.5.

7.2Remittance of Available Cash Flow.To the extent that Available Cash Flow exists, promptly and in any event
within two Business Days following demand by the Administrative Agent (with such

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demand to be made only following the date upon which any such payment is due hereunder and has not been made by Borrower), remit to the Administrative Agent from Available Cash Flow all payments of
principal, interest, fees and other amounts then payable to the Creditors under the Loan Documents.

7.3Sovereign Immunity; Jurisdiction and Venue.Refrain from asserting that the provisions of this Agreement
(and in particular Sections 12.17, 12.25, and 12.31), the other Loan Documents and the Material Documents are not valid, binding and legally enforceable against Borrower in accordance with
their respective terms, and reaffirm in writing upon request of the Administrative Agent the valid, binding and enforceable nature of the provisions of this Agreement (and in particular
Sections 12.17, 12.25 and 12.31), the other Loan Documents and the Material Documents.

7.4Preservation of Existence; Operation.Do all things necessary to maintain the existence of Borrower as a
federally recognized Indian Tribe and as an Indian Tribal government within the meaning of Sections 7701(a)(40)(A) and 7871(a) of the Code.

7.5Ownership of The Thunder Valley Casino; Management.Not form or acquire any corporation or other business
entity for the purpose of directly or indirectly owning the Thunder Valley Casino or any interest therein, or engage any manager for the Thunder Valley Casino other than Station or its Affiliates
without the prior written approval of the Administrative Agent acting on behalf of the Lenders,providedthat Borrower shall be entitled to form one or
more wholly-owned Subsidiaries for the purpose of owning or operating the assets of Borrower provided that concurrently with their
formation such Subsidiaries execute a guarantee of the Obligations, the Collateral Documents and the Loan Documents which are in form and substance acceptable to the Administrative Agent and any and
all other documents reasonably required by the Administrative Agent in connection with the Loan Documents.

7.6Prohibited Transactions.Not make any Distribution, or enter into any other transaction, in each case to the
extent that the same are prohibited by Sections 6.5 or 6.9.

7.7Amendments to Certain Documents.



7.8Impairment of Contracts; Imposition of Governmental Charges.



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7.9Segregation of Gaming Property. Not:



7.10Trust Property.Not convey into trust with the federal government of the United States of America, to be
held for the benefit of Borrower or any of its Affiliates, any Gaming Property of Borrower other than interests in real property.

7.11Recourse Obligations; Liens on Gaming Property.Not create, incur, assume or suffer to exist any Recourse
Obligation which is not permitted by Section 6.8, or any Lien or other encumbrance upon Gaming Property which is not permitted by Section 6.7.

7.12Bankruptcy Matters; Etc.



7.13Impairment of Contracts.Borrower agrees that any action taken in violation of Sections 7.7, 7.8 or
7.12 shall be deemed in contravention of the Constitution and 25 U.S.C. Section 1302.

7.14Tax Exempt Loans.Take all actions necessary to maintain, and not take or permit any other Person to take
any action which would have the result of adversely affecting, the status of (a) the interest on each Tax Exempt Loan as not includable in the gross income of the Lenders for federal income tax
purposes, (b) each Tax Exempt Loan as not an "arbitrage bond" under Section 148 of the Code, and (c) each Tax Exempt Loan as a "qualified tax exempt obligation" under
Section 265(b) of the Code.

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ARTICLE 8
INFORMATION AND REPORTING REQUIREMENTS

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



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8.2Compliance Certificates.So long as any Advance remains unpaid, or any Letter of Credit remains outstanding
or any other Obligation remains unpaid or unperformed, or any portion of the Commitments remain outstanding, Borrower shall, at its sole expense, deliver to the Administrative Agent for distribution
by it to the Lenders concurrently with the financial statements required pursuant to Sections 8.1(b) and 8.1(c), Compliance Certificates signed by the Tribal Casino Executive and
countersigned by a Senior Officer of Station Management.

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ARTICLE 9
CONDITIONS

9.1Initial Advances on the Closing Date.The obligation of each Lender to make the initial Advance to be made
by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Lenders, in their sole and
absolute discretion, shall agree otherwise):



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9.2Advances Under the Tax Exempt Commitment.The obligation of each Lender having a Pro Rata Share of the Tax
Exempt Commitment to make any Advance thereunder, is subject to the following conditions precedent (unless the Requisite Lenders, in their sole and absolute discretion, shall agree otherwise):



Borrower
hereby irrevocably designates each Tax Exempt Loan as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Code relating to the disallowance of interest
expense for financial institutions, and hereby finds that the reasonably anticipated amount of qualified tax-exempt obligations (within the meaning of Section 265(b)(3) of the Code)
which will be issued by Borrower and all subordinate entities thereof during any calendar year will not exceed $10,000,000.

9.3Any Advance.The obligation of each Lender to make any Advance, and the obligation of the Issuing Lender to
issue a Letter of Credit, is subject to the following conditions precedent (unless the Requisite Lenders, in their sole and absolute discretion, shall agree otherwise):



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Notwithstanding
the foregoing, the Borrower shall not be entitled to request any Loan or Swing Line Loan on any date when there is a positive balance in the Completion Account, but shall instead make
application to the Administrative Agent for release of the funds contained therein to the extent necessary to pay amounts then due in connection with the design, development and construction of the
Thunder Valley Casino. In connection with any such application, the Borrower shall deliver a written statement to the effect that all of the conditions to Loans and Swing Line Loans set forth in this
Section above have been satisfied, shall specify the purpose for which the requested Loan or Swing Line Loan is to be made, and shall provide such other information as may be requested by the
Administrative Agent. In its discretion, the Administrative Agent shall be entitled to distribute the proceeds of any such Loan or Swing Line Loan directly to the contractor, subcontractor or vendor
which has provided goods, work or services in respect of the Thunder Valley Casino.

ARTICLE 10
EVENTS OF DEFAULT

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



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10.2Remedies Upon Event of Default.Without limiting any other rights or remedies of the Creditors provided for
elsewhere in this Agreement, or the other Loan Documents, or by applicable Law, or in equity, or otherwise:



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ARTICLE 11
THE ADMINISTRATIVE AGENT

11.1Appointment and Authorization.



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

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

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participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the
properties, books or records of any Party or any Affiliate thereof.

11.4Reliance by Administrative Agent.



11.5Notice of Default.The Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the
Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating that such notice is a "notice of default." The
Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default as may be directed by the Requisite Lenders
in accordance with Article 10;provided, however, that unless and until the Administrative Agent has received any such direction, the
Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable or in the best interest of the
Lenders.

11.6Credit Decision; Disclosure of Information by Administrative Agent.Each Lender acknowledges that no
Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of
the affairs of any Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether
Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-
Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and
other condition and creditworthiness of the Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its
own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also

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

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

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

11.9Successor Administrative Agent.The Administrative Agent may resign as Administrative Agent upon
30 days' notice to the Lenders; provided that any such resignation by Bank of America shall also constitute its resignation as Issuing Lender and Swing Line Lender. If the Administrative Agent
resigns under this Agreement, the Requisite Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to by
the Borrower at all times other than during the existence of an Event of Default (which consent

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of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the
Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor
administrative
agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Issuing Lender and Swing Line Lender
and the respective terms "Administrative Agent," "Issuing Lender" and "Swing Line Lender" shall mean such successor administrative agent, Issuing Lender and swing line lender, and the retiring
Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated and the retiring Issuing Lender's and Swing Line Lender's rights, powers and duties as such shall be
terminated, without any other or further act or deed on the part of such retiring Issuing Lender or Swing Line Lender or any other Lender, other than the obligation of the successor Issuing Lender to
issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring Issuing Lender to
effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Article 11 and Sections 12.3, 12.11 and 12.22 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under
this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation,
the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if
any, as the Requisite Lenders appoint a successor agent as provided for above.

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



and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the
Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Article 3 and
Section 12.3.

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Nothing
contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.

11.11Collateral Matters.The Lenders irrevocably authorize the Administrative Agent, at its option and in its
discretion, to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Commitment and payment in full of all Obligations
(other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any Disposition
permitted hereunder or under any other Loan Document, or (iii) which is subject to a Lien in favor of the holder of Purchase Money Obligations incurred following the Closing Date in conformity
with the provisions of this Agreement. Upon request by the Administrative Agent at any time, the Requisite Lenders will confirm in writing the Administrative Agent's authority to release or
subordinate its interest in particular types or items of property pursuant to this Section.

11.12Other Agents; Arrangers and Managers.None of the Lenders or other Persons identified on the facing
page or signature pages of this Agreement as a "Syndication Agent," "Co-Lead Arrangers," "Book Manager" or any similar title shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than, in the case of such Lenders, those applicable to all Lenders as such. Without limiting the foregoing, none of the Persons so identified shall
have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any such Persons in deciding to enter into this Agreement
or in taking or not taking action hereunder.

ARTICLE 12
MISCELLANEOUS

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

12.2Amendments; Consents.Each amendment, modification, supplement, extension, termination, waiver, approval
and consent under this Agreement and the other Loan Documents shall be subject to the terms of all applicable Laws, including Gaming Laws. No amendment, modification, supplement, extension,
termination (except as permitted by Section 2.9) or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by
Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Administrative Agent with the approval of Requisite Lenders (and, in the case of any amendment,
modification or supplement of or to any Loan Document to which Borrower is a Party, signed by each such Party, and, in the case of any amendment, modification or supplement to Article 11,
signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; provided that (i) without the approval in writing of all of the Lenders having a
Pro Rata Share of the Revolving Commitment or the Tax Exempt Commitment (or holding Outstanding Obligations under the Revolving Commitment or the Tax Exempt Commitment), no amendment, modification,
supplement, termination, waiver or consent may be effective to amend the

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definitions of "Revolving and Tax Exempt Reduction Amount" or "Revolver Maturity Date", (ii) without the approval in writing of all the Lenders
having a Term Commitment (or holding Outstanding Obligations under the Term Commitment), no amendment, modification, supplement, termination, waiver or consent may be effective to amend the
definitions of "Term Reduction Amount" or "Term Maturity Date" and (iii) without the approval in
writing of all the Lenders affected thereby, no amendment, modification, supplement, termination, waiver or consent may be effective:



Any
amendment, modification, supplement, termination, waiver or consent pursuant to this Section shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

12.3Costs, Expenses and Taxes.Borrower shall pay within five Business Days after demand, accompanied by an
invoice therefor, (a) the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution and delivery of the Loan Documents
and any amendment thereto or waiver thereof, and (b) the Construction Consultant in connection with the monitoring services provided by the Construction Consultant (all as more fully set out in
a letter agreement between the Administrative Agent and Borrower). Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Creditors after any
Event of Default in connection with the amendment, restructuring, reorganization (includinga bankruptcy reorganization) and enforcement or attempted
enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and
other out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel (includingreasonably allocated costs of legal

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counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and
expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower, Station or any Affiliate
thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower, the administrative costs of the Administrative Agent reasonably
attributable thereto. Borrower shall pay any and all documentary and other taxes,excluding(i) taxes imposed on or measured in whole or in part by
overall net income, gross income or gross
receipts and franchise taxes imposed on any Lender by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending
Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business", (ii) any withholding taxes or other taxes based on gross income imposed by the United
States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (iii) any withholding tax or other taxes
based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by
Section 12.21, to the extent such forms are then required by applicable Laws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or
recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and
shall reimburse, hold harmless and indemnify on the terms set forth in 12.11 the Creditors from and against any and all loss, liability or legal or other expense with respect to or resulting from any
delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of Borrower to perform any of its Obligations. Any amount
payable to the Administrative Agent or any Lender under this Section shall bear interest from the second Business Day following the date of demand for payment at the Default Rate.

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

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

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12.6Notices and Other Communications; Facsimile Copies.



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



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12.7Execution of Loan Documents.Unless the Administrative Agent otherwise specifies with respect to any Loan
Document, (a) this Agreement and any other Loan Document may be executed in any number of counterparts and any party hereto or thereto may execute any counterpart, each of which when executed
and delivered will be deemed to be an original and all of which counterparts of this Agreement or any other Loan Document, as the case may be, when taken together will be deemed to be but one and the
same instrument and (b) execution of any such counterpart may be evidenced by a telecopier transmission of the signature of such party followed by prompt transmission of an original signature.
The execution of this Agreement or any other Loan Document by any party hereto or thereto will not become effective until counterparts hereof or thereof, as the case may be, have been executed by all
the parties hereto or thereto.

12.8Binding Effect; Assignment.



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12.9Right of Setoff.If an Event of Default has occurred and is continuing, the Administrative Agent (without
prior approval by the Requisite Lenders) or any Lender (but in the case of the Lenders only with the consent of the Requisite Lenders) may exercise its rights under Article 9 of the Uniform
Commercial Code and other applicable Laws and, to the extent permitted by applicable Laws, apply any funds in any deposit account maintained with it by Borrower and any of its Property in its
possession against the Obligations, provided that, it is agreed as amongst the Creditors that, following any Event of Default consisting of a failure of the Borrower to make any payment hereunder when
due (whether at stated maturity, by acceleration or otherwise), each Creditor may independently exercise rights of offset in respect of the Loan Agreement and its Note against the Borrower in
respect of any such defaulted payments without the consent of the other Lenders or the Administrative Agent (except to the extent that such payment default has been cured), upon the earliest of
(i) the acceleration of the Obligations, (ii) any bankruptcy or insolvency event of the types described in Section 10.1(n) in respect of the Borrower, or (iii) 30 days
following the date of such payment default, provided that no individual Creditor may, without the consent of the Requisite Lenders, (x) purport to accelerate the Obligations, (y) exercise
rights under the Collateral Documents, the Make-Well or the Completion Guaranty, or (z) to the extent that the Obligations are secured by real property collateral, take any action which would
constitute an "action" under any applicable one-action statute in a manner which could prejudice the rights of the other Lenders to pursue their individual or collective remedies.

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

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the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same
extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a
participation in an Obligation so purchased may exercise any and all rights of setoff, banker's lien or counterclaim with
respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

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

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



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12.13No Third Parties Benefited.This Agreement is made for the purpose of defining and setting forth certain
obligations, rights and duties of Borrower and the Creditors in connection with the Loans, and is made for the sole benefit of Borrower, the Creditors, and the Creditors' successors and assigns. Exceptas provided in Sections 12.8, 12.11 and 12.22, no other Person shall have any rights of any nature hereunder or by reason hereof.

12.14Confidentiality.Each Lender agrees to hold any confidential information that it may receive from Borrower
pursuant to this Agreement in confidence, except for disclosure: (a) to other Lenders and Affiliates of such Lender, provided that each such Affiliate receiving such information shall be bound
by the provisions of this Section 12.14 as if it were a Lender hereunder, and shall execute in favor of Borrower such documentation with respect thereto as Borrower shall request in writing;
(b) to legal counsel and accountants for Borrower or any Lender; (c) to other professional advisors to Borrower or any Lender, provided that the recipient has accepted such information
subject to a confidentiality agreement substantially similar to this Section; (d) to regulatory officials having jurisdiction over that Lender; (e) to any Gaming Board having regulatory
jurisdiction over Borrower or Station, provided that each Lender agrees to use its best efforts to notify Borrower of any such disclosure unless prohibited by applicable Laws; (f) as required
by Law or legal process or in connection with any legal proceeding to which that Lender and Borrower or Station are adverse parties; and (g) to another financial institution in connection with
a disposition or proposed disposition to that financial institution of all or part of that Lender's interests hereunder or a participation interest in its Notes, provided that the recipient has
accepted such information subject to a confidentiality agreement substantially similar to this Section. For purposes of the foregoing, "confidential information" shall mean any information
respecting Borrower or Station reasonably considered by them to be confidential,other than(i) information previously filed with any
Governmental Agency and available to the public, (ii) information previously published in any public medium from a sourceother than,directly or
indirectly, that Lender, and (iii) information previously disclosed by Borrower or Station to any Person not associated with them without a confidentiality agreement or obligation substantially
similar to this Section. Nothing in this Section shall be construed to create or give rise to any fiduciary duty on the part of the Creditors to Borrower, Station or any other Party.

12.15Further Assurances.Borrower shall, at its expense and without expense to the Lenders or the
Administrative Agent, do, execute and deliver such further acts and documents as the Requisite

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Lenders or the Administrative Agent from time to time reasonably require for the assuring and confirming unto the Lenders or the Administrative Agent of the rights hereby created or intended now or
hereafter so to be, or for carrying out the intention or facilitating the performance of the terms of any Loan Document.

12.16Integration.This Agreement, together with the other Loan Documents and the letter agreements referred to
in Sections 3.2, 3.3, 3.5 and 3.6, comprises the complete and integrated agreement of the parties on the subject matter hereof and supersedes all prior agreements, written or oral, on the
subject matter hereof. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control and govern; providedthat the inclusion of supplemental rights or remedies in favor of the Creditors in any other Loan Document shall not be deemed a conflict with
this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance
with the fair meaning thereof.

12.17Governing Law.Except to the extent otherwise provided therein, each Loan Document shall be governed by,
and construed and enforced in accordance with, the local Laws of California (without regard to the choice of law or conflict of laws provisions thereof).

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

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

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

12.21Foreign Lenders and Participants.Each Lender that is incorporated or otherwise organized under the Laws
of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), within
twenty days after the Closing Date (or after accepting an assignment or receiving a participation interest herein pursuant to Section 12.8, if applicable) two duly completed copies,
signed by a Responsible Official, of either Form 1001 (relating to such Lender and entitling it to a complete exemption from withholding on all payments to be made to such Lender by Borrower
pursuant to this Agreement) or Form 4224 (relating to all payments to be made to such Lender by Borrower pursuant to this Agreement) of the United States Internal Revenue Service or such other
evidence (including, if reasonably necessary, Form W-9) satisfactory to Borrower and the Administrative Agent that no withholding under the
federal income tax laws is required with respect to such Lender. Thereafter and from time to time, each such Lender shall upon request by Borrower (a) promptly submit to Borrower (with a copy
to the Administrative Agent), such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing
authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available
exemption from, United States withholding taxes in respect of all payments to be made to such Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of
applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower or the Administrative Agent become aware that a participation
has been granted pursuant to Section 12.8(e) to a financial institution that is incorporated

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or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the
Administrative Agent to the Lender which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the
Administrative Agent as would be required under this Section if such financial institution were a Lender.

12.22Hazardous Material Indemnity.Borrower hereby agrees to indemnify, hold harmless and defend (by counsel
reasonably satisfactory to the Administrative Agent) the Administrative Agent and each of the Lenders (and any successor to a Lender) and their respective Affiliates, directors, officers, employees
and agents from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements,
enforcement actions of any kind, and all costs and expenses incurred in connection therewith (includingreasonable attorneys' fees and the reasonably
allocated costs of attorneys employed by the Administrative Agent or any Lender), arising directly or indirectly out of (i) the presence on, in, under or about any Real Property of any
Hazardous Materials, or any releases or discharges of any Hazardous Materials on, under or from any Real Property and (ii) any activity carried on or undertaken on or off any Real Property by
Borrower or any predecessor in title, whether prior to or during the term of this Agreement, and whether by Borrower or any predecessor in title or any employees, agents, contractors or subcontractors
of Borrower or any predecessor in title, or any third persons at any time occupying or present on any Real Property (other thana Lender or a
representative of a Lender), in connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Materials at any time located or present
on, in, under or about any Real
Property. The foregoing indemnity shall further apply to any residual contamination on, in, under or about any Real Property, or affecting any natural resources, and to any contamination of any
Property or natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such
activities were or will be undertaken in accordance with applicable Laws, but the foregoing indemnity shall not apply to Hazardous Materials on any Real Property, the presence of which is caused by
the Creditors. Borrower hereby acknowledges and agrees that, notwithstanding any other provision of this Agreement or any of the other Loan Documents to the contrary, the obligations of Borrower under
this Section (and the obligations of Borrower under Sections 4.24 and 5.10) shall be unlimited obligations of Borrower and shallnotbe
secured by any deed of trust or mortgage on any Real Property. Any obligation or liability of Borrower to any Indemnitee under this Section shall survive the expiration or termination of this
Agreement, the repayment of all Loans, the expiration or termination of all Letters of Credit and the payment and performance of all other Obligations owed to the Lenders.

12.23Gaming Boards.The Administrative Agent and each of the Lenders agree to cooperate with all Gaming Boards
in connection with the administration of their regulatory jurisdiction over Borrower and Station,includingthe provision of such documents or other
information as may be requested by any such Gaming Board relating to Borrower or to the Loan Documents.

12.24Independent Covenants.Each covenant in Articles 5, 6, 7 and 8 is independent of the other covenants in
those Articles; the breach of any such covenant shall not be excused by the fact that the circumstances underlying such breach would be permitted by another such covenant.

12.25Arbitration Reference.



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12.26PURPORTED ORAL AMENDMENTS.BORROWER AND THE CREDITORS EXPRESSLY ACKNOWLEDGE THAT THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS MAY ONLY BE AMENDED OR MODIFIED, OR THE PROVISIONS HEREOF OR THEREOF WAIVED OR SUPPLEMENTED, BY AN INSTRUMENT IN WRITING THAT COMPLIES WITH SECTION 12.2. BORROWER AGREES
THAT IT WILL NOT RELY ON ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR ORAL OR WRITTEN STATEMENTS BY ANY REPRESENTATIVE OF ANY CREDITOR THAT DOES NOT COMPLY WITH SECTION 12.2 TO EFFECT AN
AMENDMENT, MODIFICATION, WAIVER OR SUPPLEMENT TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.

12.27WAIVER OF RIGHT TO TRIAL BY JURY.EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH
RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY
AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART
OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

12.28Lender Covenant .In any action or proceeding to enforce the Loan Documents, the Creditors agree that they
shall have no recourse to Non-Gaming Property, except to the extent that

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Borrower has not fully and faithfully complied with the covenants set forth in Article 7, in which case the Creditors shall be automatically and irrevocably freed from the covenant set forth
in this Section and have recourse to the Non-Gaming Property to such extent. In any event, in any action or proceeding to enforce the Loan Documents, the Creditors agree that they shall, to the extent
then permitted by applicable Law, take commercially practicable steps to enforce any claim for damages awarded to the Creditors by any court, tribunal, arbitrator or other decision maker against the
Gaming Property prior to taking general recourse to Borrower and the Non-Gaming Property. The provisions of this Section shall not be construed to require exhaustion by the Creditors of any
remedies against the Gaming Property prior to having recourse, in the proper case, against Borrower and Non-Gaming Property.

12.29Attorney Costs, Expenses and Taxes.The Borrower agrees (a) to pay or reimburse the Administrative
Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent
or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions
contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the
enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or
restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall
include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost of
independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 12.29 shall be payable within ten Business Days
after demand therefor. The agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligations.

12.30Reliance on Authorization.Until Borrower has delivered a written notice of revocation to the
Administrative Agent expressly revoking the Authorization, the Administrative Agent and each Creditor shall be entitled to rely, and shall be fully protected in relying, upon any request, writing,
communication, notice, certificate or other document, including without limitation any Request for Loan or Request for Letter of Credit believed by it to be genuine and correct and to have been
signed, sent or made by any person authorized to do so pursuant to the Authorization. Pursuant to the Authorization, Borrower has appointed Station Management as its agent for the management of the
credit facilities provided hereunder, and the Creditors shall be entitled to assume that each act of Station Management with respect to the Loan Documents has been approved and authorized by Borrower.
The Borrower shall take such actions as the Administrative Agent may request from time to time to confirm the authority of Station Management under the Authorization, and that the Obligations are
valid, binding and enforceable against Borrower.

12.31WAIVER OF SOVEREIGN IMMUNITY; CONSENT TO JURISDICTION.



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[Remainder of this page intentionally left blankSignature page follows]

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

| |  | THE UNITED AUBURN INDIAN COMMUNITY                                                                                                                                                                          
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                                         
| |  | Title:                                                                                                                                                                                                      
| |  |                                                                                                                                                                                                             
| |  | Address for Notices:                                                                                                                                                                                        
| |  | The United Auburn Indian Community
c/o Howard L. Dickstein, Esquire
Dickstein & Merin
2001 P Street, Suite 100
Sacramento, CA 95814
Telecopier: 916/447-8336
Telephone: 916/443-6911                        
| |  | BANK OF AMERICA, N.A., as Administrative Agent                                                                                                                                                              
| |  | By:                                                                                                                                                                                                         
| |  | Address:                                                                                                                                                                                                    
| |  | Bank of America, N.A.
Agency Management Services
555 South Flower Street, 17th Floor
Los Angeles, California 90017
Attn: Janice Hammond, Vice President
Telecopier: (213) 345-1210
Telephone: (213) 345-1213

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| |  | BANK OF AMERICA, N.A., as a Lender                                                                                                                                                                  
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                                 
| |  | Address:                                                                                                                                                                                            
| |  | Bank of America, N.A.
555 South Flower Street, #3283
Los Angeles, California 90071
Attn: Scott Faber, Managing Director
Telecopier: (213) 345-1196
Telephone: (213) 345-1215                        
| |  | With a copy to:
Bank of America, N.A.
555 South Flower Street (LA-5777)
Los Angeles, California 90071
Attn: William S. Newby, Managing Director
Telecopier: (213) 345-1194
Telephone: (213) 345-1214
| |  | WELLS FARGO BANK, N.A., as a Lender                                                                                                                                                                 
| |  | By:                                                                                                                                                                                                 
| |  | Address:                                                                                                                                                                                            
| |  | Wells Fargo Bank, N.A.
Gaming Division, Fourth Floor
3800 Howard Hughes Parkway
Las Vegas, Nevada 89109
Attn: Clark Wood, Vice President
Telecopier: (702) 791-6365
Telephone: (702) 791-6351       
| |  | BANK OF SCOTLAND                                                                                                                                                                                    
| |  | By:                                                                                                                                                                                                 
| |  | Address for notices:                                                                                                                                                                                
| |  | Bank of Scotland
565 Fifth Avenue
New York, New York 10017
Attn: Joseph Fratus, Vice President
Telecopier: (212) 557-9460
Telephone: (212) 450-0837                                                 

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| |  | DEUTSCHE BANK TRUST COMPANY AMERICAS                                                                                                                                               
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                                
| |  | Address for notices:                                                                                                                                                               
| |  | Deutsche Bank Securities Inc.
31 West 52nd Street, 7th Floor
New York, New York 10019
Attn: George Reynolds, Vice-President
Telecopier: (646) 324-2112
Telephone: (646) 324-7450   
| |  | HIBERNIA NATIONAL BANK                                                                                                                                                             
| |  | By:                                                                                                                                                                                
| |  | Address for notices:                                                                                                                                                               
| |  | Hibernia National Bank
333 Travis Street, 3rd Floor
Shreveport, Louisiana 71101
Attn: Christopher K. Haskew, Vice President
Telecopier: (318) 674-3758
Telephone: (318) 674-3796   
| |  | COMERICA BANK                                                                                                                                                                      
| |  | By:                                                                                                                                                                                
| |  | Address for notices:                                                                                                                                                               
| |  | Comerica West Incorporated
3980 Howard Hughes Parkway, Suite 350
Las Vegas, Nevada 89109
Attn: Eoin P. Collins, Vice President
Telecopier: (702) 791-2371
Telephone: (702) 791-4802

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