Credit Agreement


    ____________________________________________________________________________________________________________________________________________________________

    


    


    


    


    


    


    


    


    


    


    


    CREDIT
      AGREEMENT

    Dated
      as of November 18, 2005

    


    among

    


    CC
      TOLLGATE LLC, a Delaware limited liability company,

    as
      Borrower

    


    the
      LENDERS and L/C ISSUER herein named

    


    WELLS
      FARGO BANK, National Association,

    as
      Agent Bank

    


    


    


    


    


    


    


    


    


    


    


    ____________________________________________________________________________________________________________________________________________________________

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    TABLE
      OF CONTENTS

     

    


     

     

    RECITALS 1

     

     

    ARTICLE
      I
      - DEFINITIONS 2

     

    Section
      1.01. Definitions  
      2 

    Section
      1.02. Interpretation
      and Construction   36

    Section
      1.03. Use
      of
      Defined Terms   37

    Section
      1.04. Cross-References  
      37

    Section
      1.05. Exhibits
      and Schedules   37

     

    ARTICLE
      II - AMOUNT AND TERMS OF THE C/T LOAN 37

     

    Section
      2.01. The
      C/T
      Loan   37

    Section
      2.02. Term
      of
      C/T Loan   38

    Section
      2.03. The
      C/T
      Note, Interest Rate, Scheduled Amortization and Excess Cash Flow
      Payments   38

    Section
      2.04. Construction
      Disbursements   39  

     

    ARTICLE
      II B - AMOUNT AND TERMS OF THE REVOLVING CREDIT FACILITY 40

     

    Section
      2.05. The
      Revolving Credit Facility   40

    Section
      2.06. Use
      of
      Proceeds of the Revolving Credit Facility   40

    Section
      2.07. Notice
      of
      Borrowings   41

    Section
      2.08. Conditions
      of Borrowings   42

    Section
      2.09. The
      Revolving Credit Note and Interest Rate   42

    Section
      2.10. Issuance
      of Letters of Credit   43

     

    ARTICLE
      II C - SECURITY, FEES AND OTHER PROVISIONS OF THE BANK FACILITIES 47

     

    Section
      2.11. Security
      for the Bank Facilities   47


    Section
      2.12. Place
      and
      Manner of Payment   47 

    Section
      2.13. Fees  
      49

    Section
      2.14. Late
      Charges and Default Rate   50

    Section
      2.15. Net
      Payments   50

    Section
      2.16. Completion
      Guaranty Agreement   51

     

    ARTICLE
      III - REQUIREMENTS FOR THE OCCURRENCE OF THE CLOSING DATE AND ALL BORROWINGS
      AND
      CONSTRUCTION DISBURSEMENTS 51

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    A. Closing
      Conditions 51

     

    Section
      3.01. Credit
      Agreement   51

    Section
      3.02. The
      Notes
      and Completion Guaranty   52

    Section
      3.03. Security
      Documentation   52

    Section
      3.04. Other
      Loan Documents   52

    Section
      3.05. Articles
      of Organization, Operating Agreement, Resolutions, Certificates of Good
      Standing, and Closing Certificate   52

    Section
      3.06. Opinion
      of Counsel   53

    Section
      3.07. Title
      Insurance   53

    Section
      3.08. Survey  
      53

    Section
      3.09. Payment
      of Taxes   53

    Section
      3.10. Insurance  
      53

    Section
      3.11. Payment
      of Fees and Existing Bank Debt   54

    Section
      3.12. Reimbursement
      for Expenses and Fees   54

    Section
      3.13. Schedules  
      54

    Section
      3.14. Environmental
      Reports   54

    Section
      3.15. No
      Injunction or Other Litigation   55

    Section
      3.16. Additional
      Documents and Statements   55

    Section
      3.17. Subordinations  
      55

    Section
      3.18. Notice
      of
      Borrowing   55

    Section
      3.19. Certain
      Statements   55

    Section
      3.20 Comfort
      Letter   56

     

    
      	 	
              B.

            	
              Conditions
                Precedent to Initial Construction Disbursement

            	
              56

            


    

     

    Section
      3.21. Receipt
      of Proceeds of Subordinated Debt   56

    Section
      3.22. Construction
      Cost Analysis and Required Borrower Construction Expenditures  
56

    Section
      3.23. Construction
      Schedule, Plans and Specifications and Construction Budgets  
57

    Section
      3.24. Construction
      Agreements   57

    Section
      3.25. Architect’s
      Contract.   57

    Section
      3.26. Major
      Subcontractor’s Construction Contracts   57

    Section
      3.27. Evidence
      of Availability of Utilities for Construction Projects   57

    Section
      3.28. Regulatory
      Approvals, Permits, Consents, Etc.   58 

    Section
      3.29. Assignment
      of Architect’s Contract   58

    Section
      3.30. Assignment
      of Casino General Contractor’s Agreement   58

    Section
      3.31. Assignment
      of Garage General Contractor’s Agreement   58 

    Section
      3.32. Major
      Subcontractor Assignments   58

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    Section
      3.33. Soil
      Test
      Report   58 

    Section
      3.34. Notice
      by
      Disburser   58

     

    ARTICLE
      IV - REPRESENTATIONS AND WARRANTIES 58

     

    Section
      4.01. Organization;
      Power and Authorization   58

    Section
      4.02. No
      Conflict With, Violation of or Default Under Laws or Other
      Agreements   59

    Section
      4.03. Litigation  
      59

    Section
      4.04. Agreements
      Legal, Binding, Valid and Enforceable   59

    Section
      4.05. Information
      and Financial Data Accurate; Financial Statements; No Adverse Event  
60

    Section
      4.06. Governmental
      Approvals   60

    Section
      4.07. Payment
      of Taxes   60

    Section
      4.08. Title
      to
      Properties   61

    Section
      4.09. No
      Untrue
      Statements   61

    Section
      4.10. Brokerage
      Commissions   61

    Section
      4.11. No
      Defaults   62

    Section
      4.12. Availability
      of Utility Services   62

    Section
      4.13. Policies
      of Insurance   62 

    Section
      4.14. Management
      Agreement and Subordinated Notes   62

    Section
      4.15. Spaceleases  
      62

    Section
      4.16. Equipment
      Leases and Contracts   62

    Section
      4.17. Gaming
      Permits   63

    Section
      4.18. Environmental
      Certificate   63

    Section
      4.19. Investment
      Company Act   63

    Section
      4.20. Public
      Utility Holding Company Act   63

    Section
      4.21. Labor
      Relations   63

    Section
      4.22. Trademarks,
      Patents, Licenses, Franchises, Formulas and Copyrights   63

    Section
      4.23. Contingent
      Liabilities   63 

    Section
      4.24. Subsidiaries  
      64

    Section
      4.25. The
      Construction Projects   64

    Section
      4.26. General
      Contractor Agreements, Architect Contract and Interior Designer’s
      Contract   64 

     

    ARTICLE
      V
      - GENERAL COVENANTS OF BORROWER 64

     

    Section
      5.01. FF&E  
      64

    Section
      5.02. Permits;
      Licenses and Legal Requirements   64

    Section
      5.03. Protection
      Against Lien Claims   65

    Section
      5.04. Restrictions
      on Payment or Prepayment of Subordinated Debt and Management Fees  
65

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    Section
      5.05. No
      Change
      in Character of Business or Location of Chief Executive Office  
66

    Section
      5.06. Preservation
      and Maintenance of Properties and Assets; Acquisition of Additional
      Property   66

    Section
      5.07. Repair
      of
      Properties and Assets   66

    Section
      5.08. Financial
      Statements; Reports; Certificates and Books and Records   67 

    Section
      5.09. Insurance  
      68

    Section
      5.10. Taxes  
      73

    Section
      5.11. Permitted
      Encumbrances Only   74

    Section
      5.12. Advances  
      74

    Section
      5.13. Further
      Assurances   74

    Section
      5.14. Indemnification  
      75

    Section
      5.15. Inspection
      of the Collateral and Appraisal   76

    Section
      5.16. Compliance
      With Other Loan Documents   76

    Section
      5.17. Suits
      or
      Actions Affecting Borrower   76

    Section
      5.18. Compliance
      with Gaming Authorities   76

    Section
      5.19. Tradenames,
      Trademarks and Servicemarks   76

    Section
      5.20. Notice
      of
      Hazardous Materials   76

    Section
      5.21. Compliance
      with Access Laws   77

    Section
      5.22. Compliance
      with Management Agreement   77

    Section
      5.23. Interest
      Rate Protection   78 

     

    ARTICLE
      VI - FINANCIAL COVENANTS 78

     

    Section
      6.01. Total
      Leverage Ratio   78

    Section
      6.02. Senior
      Leverage Ratio   79

    Section
      6.03. Adjusted
      Fixed Charge Coverage Ratio   80 

    Section
      6.04. Minimum
      Annualized EBITDAM   80

    Section
      6.05. Limitation
      on Indebtedness   80

    Section
      6.06. Restriction
      on Distributions   82

    Section
      6.07. Capital
      Expenditures Requirements   83

    Section
      6.08. Contingent
      Liability(ies)   84

    Section
      6.09. Investment
      Restrictions   84

    Section
      6.10. Total
      Liens   84

    Section
      6.11. No
      Change
      of Control   84

    Section
      6.12. Sale
      of
      Assets, Consolidation, Merger, or Liquidation   84

    Section
      6.13. ERISA  
      85

    Section
      6.14. Margin
      Regulations   86

    Section
      6.15. Transactions
      with Affiliates   86

    Section
      6.16. Limitation
      of Subsidiaries   86 

    Section
      6.17. Change
      in
      Accounting Principles   86

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    ARTICLE
      VII - EVENTS OF DEFAULT 87

     

    Section
      7.01. Events
      of
      Default   87

    Section
      7.02. Default
      Remedies   90

    Section
      7.03. Application
      of Proceeds   91

    Section
      7.04. Notices  
      92

    Section
      7.05. Agreement
      to Pay Attorney's Fees and Expenses   92

    Section
      7.06. No
      Additional Waiver Implied by One Waiver   92

    Section
      7.07. Licensing
      of Agent Bank and Lenders   92

    Section
      7.08. Exercise
      of Rights Subject to Applicable Law   92

    Section
      7.09. Discontinuance
      of Proceedings   93

     

    ARTICLE
      VIII - DAMAGE, DESTRUCTION AND CONDEMNATION 93

     

    Section
      8.01. No
      Abatement of Payments   93

    Section
      8.02. Distribution
      of Capital Proceeds Upon Occurrence of Fire, Other Perils or
      Condemnation   93

     

    ARTICLE
      IX - CONSTRUCTION DISBURSEMENT PROCEDURES 95

     

    Section
      9.01. Commencement
      and Completion of the Construction Projects   95

    Section
      9.02. Master
      Set of Plans and Specifications   96

    Section
      9.03. Construction
      of the Construction Projects Entirely on the Real Property  
96

    Section
      9.04. List
      and
      Assignment of Major Subcontracts   96

    Section
      9.05. Construction
      Projects Sign   97

    Section
      9.06. Inspection
      of Construction Progress and Lenders’ Consultant   97

    Section
      9.07. Advance
      of Construction Disbursements   97

    Section
      9.08. Restriction
      on Construction Disbursements   98

    Section
      9.09. Construction
      Disbursement Requests and Lien Releases   98

    Section
      9.10. A
      Construction Disbursement Does Not Mean Approval of Work or
      Materials   98 

    Section
      9.11. Method
      of
      Disbursement   99

    Section
      9.12. Changes
      in the Construction Budgets and Work to be Performed Under the Plans and
      Specifications   99

    Section
      9.13. Conditions
      Precedent to Construction Disbursement   100

    Section
      9.14. No
      Obligation to See to Proper Application of Construction
      Disbursements   102 

    Section
      9.15. No
      Construction Disbursements Required in Event of Default   103

    Section
      9.16. No
      Construction Disbursements Required if Cloud on Title Exists  
103

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

    Section
      9.17. Indorsement
      from Title Insurance Company   103

    Section
      9.18. Ownership
      of all Materials Used on the Construction Projects   103

    Section
      9.19. Accuracy
      of Representations and Warranties   103

    Section
      9.20. Waiver
      of
      Requirements by Requisite Lenders   104

    Section
      9.21. Disbursement
      of Retainage   104

    Section
      9.22. Construction
      Disbursements if a Lender Fails to Provide Funds   106

    Section
      9.23. Possession
      and Completion of Construction   106

     

    ARTICLE
      X
      - AGENCY PROVISIONS 107

     

    Section
      10.01. Appointment.  
      107

    Section
      10.02. Nature
      of
      Duties   108

    Section
      10.03. Disbursement
      of Borrowings and Construction Disbursements   108

    Section
      10.04. Distribution
      and Apportionment of Payments   109

    Section
      10.05. Rights,
      Exculpation, Etc.   111 

    Section
      10.06. Reliance  
      111

    Section
      10.07. Indemnification  
      112

    Section
      10.08. Agent
      Individually   112

    Section
      10.09. Successor
      Agent Bank; Resignation of Agent Bank; Removal of Agent Bank  
112

    Section
      10.10. Consent
      and Approvals   113

    Section
      10.11. Agency
      Provisions Relating to Collateral   115

    Section
      10.12. Lender
      Actions Against Collateral  
      117

    Section
      10.13. Ratable
      Sharing   117

    Section
      10.14. Delivery
      of Documents   118

    Section
      10.15. Notice
      of
      Events of Default   118

     

    

      ARTICLE
        XI - GENERAL TERMS AND CONDITIONS 119 

    

     

    Section
      11.01. Amendments
      and Waivers   119

    Section
      11.02. Failure
      to Exercise Rights   120

    Section
      11.03. Notices
      and Delivery   121

    Section
      11.04. Modification
      in Writing   122

    Section
      11.05. Other
      Agreements   122

    Section
      11.06. Counterparts  
      122

    Section
      11.07. Rights,
      Powers and Remedies are Cumulative   123

    Section
      11.08. Continuing
      Representations   123

    Section
      11.09. Successors
      and Assigns   123

    Section
      11.10. Assignment
      of Loan Documents by Borrower or Syndication Interests by Lenders  
123

    Section
      11.11. Action
      by
      Lenders   125

     

    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    

    Section
      11.12. Time
      of
      Essence   125

    Section
      11.13. Choice
      of
      Law and Forum   125

    Section
      11.14. Arbitration  
      126

    Section
      11.15. Waiver
      of
      Jury Trial   126

    Section
      11.16. Scope
      of
      Approval and Review   127

    Section
      11.17. Severability
      of Provisions   127

    Section
      11.18. Cumulative
      Nature of Covenants   127

    Section
      11.19. Cost
      to
      Prevailing Party   127

    Section
      11.20. Expenses  
      127

    Section
      11.21. Setoff  
      128

    Section
      11.22. Confidentiality  
      129

    Section
      11.23. Security
      and Loan Documentation   129

    Section
      11.24. Schedules
      Attached   129

     

    Schedule
      2.01(a) - Schedule
      of Lenders' Proportions in Bank Facility

    Schedule
      2.03(d) - C/T
      Loan
      Reduction Schedule

    Schedule
      3.13(b) - Schedule
      of Significant Litigation 

    Schedule
      4.15  - Schedules
      of Spaceleases

    Schedule
      4.16  - Schedules
      of Equipment Leases and Contracts

    Schedule
      4.23 - Schedule
      of Contingent Liabilities


    
      Schedule
        5.09(k) - Schedule
        of General Contractor Minimum Insurance Requirements 

    

     

    Section
      11.25. Exhibits
      Attached   130

     

    Exhibit
      A - C/T
      Note

    
      	 	
              Exhibit
                B

            	
              -

            	
              Revolving
                Credit Note

            


    

    
      	 	
              Exhibit
                C

            	
              -

            	
              Notice
                of Borrowing - Form

            


    

    
      	 	
              Exhibit
                D

            	
              -

            	
              Construction
                Disbursement Request - Form

            


    

    
      	 	
              Exhibit
                E

            	
              -

            	
              Payment
                Subordination Agreement - Form

            


    

    
      	 	
              Exhibit
                F

            	
              -

            	
              Compliance
                Certificate - Form

            


    

    
      	 	
              Exhibit
                G

            	
              -

            	
              Legal
                Opinion - Form

            


    

    
      	 	
              Exhibit
                H

            	
              -

            	
              Management
                Subordination Agreement - Form

            


    

    
      	 	
              Exhibit
                I

            	
              -

            	
              Authorized
                Officer Certificate - Form

            


    

    
      	 	
              Exhibit
                J

            	
              -

            	
              Closing
                Certificate - Form

            


    

    
      	 	
              Exhibit
                K

            	
              -

            	
              Assignment
                and Assumption Agreement - Form

            


    

    
      	 	
              Exhibit
                L

            	
              -

            	
              Real
                Property Description

            


    

    
      	 	
              Exhibit
                M

            	
              -

            	
              Financial
                Requirement Analysis - Form

            


    

    
      	 	
              Exhibit
                N

            	
              -
                

            	
              Lender’s
                Disbursement Budget - Form

            


    

    
      	 	
              Exhibit
                O

            	
              -

            	
              Completion
                Guaranty - Form

            


    

    
      	 	
              Exhibit
                P

            	
              -

            	
              Cash
                Collateral Pledge Agreement -
                Form

            


    


    
       

      
        vii

        
          

        

      

       

    

    

 

    CREDIT
      AGREEMENT

    


    


    THIS
      CREDIT AGREEMENT ("Credit Agreement") is made and entered into as of the
      18th
      day of
      November, 2005, by and among CC TOLLGATE LLC, a Delaware limited liability
      company (hereinafter sometimes referred to as "Tollgate" and at other times
      hereinafter referred to as the "Borrower"), each financial institution whose
      name is set forth on the signature pages of this Credit Agreement and each
      lender which may hereafter become a party to this Credit Agreement pursuant
      to
      Section 11.10(b) (each individually a "Lender" and collectively the "Lenders"),
      WELLS FARGO BANK, National Association, as the issuer of letters of credit
      following the Closing Date (in such capacity, together with its successors
      and
      assigns, the "L/C Issuer") and WELLS FARGO BANK, National Association, as
      administrative and collateral agent for the Lenders and L/C Issuer (herein,
      in
      such capacity, called the "Agent Bank" and, together with the Lenders and L/C
      Issuer collectively referred to as the "Banks").

    


    R
      E C
      I T A L S:

    


    WHEREAS:

     

    A.  In
      this
      Credit Agreement all capitalized words and terms shall have the respective
      meanings and be construed herein as hereinafter provided in Section 1.01 of
      this
      Credit Agreement and shall be deemed to incorporate such words and terms as
      a
      part hereof in the same manner and with the same effect as if the same were
      fully set forth.

     

    B.  Borrower
      is the owner and developer of the Casino Project and the Parking Garage
      Project.

     

    C.  Borrower
      desires to establish a construction and term loan and a revolving credit
      facility for the purpose of financing a portion of the costs of the development,
      construction, start-up costs, equipping and furnishing of the Construction
      Projects and following the Completion Date, to be used for working capital
      and
      general corporate purposes.

     

    D.  Lenders
      are willing to (i) establish the C/T Loan in the principal amount of
      Thirty-Two Million Five Hundred Thousand Dollars ($32,500,000.00), and
      (ii) establish the Revolving Credit Facility in the principal amount of Two
      Million Five Hundred Thousand Dollars ($2,500,000.00) including a letter of
      credit subfacility for the issuance of Letters of Credit up to the maximum
      aggregate amount of One Million Dollars ($1,000,000.00) at any time outstanding,
      in each case, for the uses and purposes hereinafter set forth and on the terms
      and subject to the conditions, covenants and understandings hereinafter set
      forth and contained in each of the Loan Documents.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    NOW,
      THEREFORE, in consideration of the foregoing, and other valuable considerations
      as hereinafter described, the parties hereto do promise, covenant and agree
      as
      follows:

     

    ARTICLE
      I  

     

    DEFINITIONS

     

    Section
      1.01.  Definitions.
      For the
      purposes of this Credit Agreement, each of the following terms shall have the
      meaning specified with respect thereto, unless a different meaning clearly
      appears from the context:

     

    "Adjusted
      Fixed Charge Coverage Ratio" as of the end of any fiscal period shall mean
      with
      reference to the Borrower:

    


    
      	 	
              For
                the fiscal period under review the sum of: (i) Annualized EBITDAM,
                less (ii) the aggregate amount of actually paid Distributions,
                including, without limitation, all Tax Distributions actually paid,
                less
                (iii) the aggregate amount of Maintenance Capital Expenditures, less
                (iv) the aggregate amount of Management Fees paid in
                cash

            


    

    


    Divided
      by ( ̧)

    


    
      	 	
              The
                sum of: (i) actually paid Interest Expense (expensed and capitalized),
                plus (ii) principal payments or reductions (without duplication)
                required to be made on all outstanding Indebtedness (exclusive of
                any
                Excess Cash Flow Payments), plus (iii) the current portion of
                Capitalized Lease Liabilities, in each case of (i) through (iii)
                determined for the fiscal period under
                review.

            


    

    


    "Affiliate",
      as applied to any Person, means any other Person directly or indirectly
      controlling, controlled by, or under common control with, that Person. For
      the
      purposes of this definition, "control" (including, with correlative meanings,
      the terms "controlling", "controlled by" and "under common control with"),
      as
      applied to any Person, means the possession, directly or indirectly, of the
      power to direct or cause the direction of the management and policies of that
      Person, whether through the ownership of voting securities or by contract or
      otherwise.

    


    "Agent
      Bank" shall mean WFB in its capacity as administrative and collateral agent
      for
      Lenders and L/C Issuer.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    

      "Aggregate
        Outstandings" shall mean the aggregate of the Funded C/T Outstandings plus
        the
        aggregate of the Funded RLC Outstandings and L/C Exposure as of any given
        date
        of determination

       

      "Aggregate
        RLC Commitment" shall mean reference to the aggregate amount committed by
        Lenders for advance to or on behalf of the Borrower as Borrowings under the
        Revolving Credit Facility up to the maximum principal amount of Two Million
        Five
        Hundred Thousand Dollars ($2,500,000.00) at any time outstanding.

      


      "Agreed
        Rate" shall mean the greater of (i) eight and one-half percent (8.5%) per
        annum, and (ii) the Prime Rate plus four percent (4.0%) per
        annum.

      


      "Annualized
        EBITDAM" shall mean with reference to the Borrower, as of the last day of
        each
        Fiscal Quarter (a) EBITDAM for the fiscal period consisting of that Fiscal
        Quarter and the three (3) immediately preceding Fiscal Quarters, or
        (b) with respect to any such fiscal period in which Borrower has operated
        the Casino Facility for at least one (1) full Fiscal Quarter but less than
        four
        (4) full Fiscal Quarters, such amount as is necessary to reflect the
        annualization of EBITDAM using the following calculations:

      


      (i) if
        Borrower has operated the Casino Facility for one (1) full Fiscal Quarter,
        the
        EBITDAM for that Fiscal Quarter shall be multiplied by four (4);

      


      (ii) if
        Borrower has operated the Casino Facility for two (2) full Fiscal Quarters,
        the
        EBITDAM for those Fiscal Quarters shall be multiplied by two (2);
        and

      


      (iii) if
        Borrower has operated the Casino Facility for three (3) full Fiscal Quarters,
        the EBITDAM for those Fiscal Quarters shall be multiplied by four-thirds
        (4/3).

      


      "Architect"
        shall mean Parkhill-Ivins, P.C., 1480 Humboldt Street, Denver, Colorado 80218,
        the architect that has been engaged by Borrower for the purpose of preparing
        the
        Structural Plans and Specifications for the design of the Construction
        Projects.

      


      "Architect's
        Consent" shall mean that certain Architect's Consent and Agreement which
        is to
        be executed by the Architect and delivered to Agent Bank, on behalf of the
        Lenders, prior to the Initial Construction Disbursement, for the purpose,
        among
        other things, of evidencing the Architect's: (i) consent to Assignment of
        Architect's Contract; (ii) agreement not to modify the Architect's Contract
        without Agent Bank's 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      consent;
        and (iii) agreement to continue performance under the Architect's Contract
        on behalf of Agent Bank subject to the terms and conditions set forth
        therein.

    

    


    "Architect's
      Contract" shall mean the Standard Form of Agreement between Owner and Architect,
      AIA Document B141-1997 Part 1 dated December 16, 2004, executed by and between
      Architect and Borrower under the terms of which Architect agrees to provide
      architectural services in connection with the design of the Construction
      Projects including, but not limited to, preparation of the Plans and
      Specifications.

    


    "Assigned
      Major Subcontract(s)" shall have the meaning set forth in
      Section 9.04(b).

    


    "Assignment
      and Assumption Agreement" shall mean the document evidencing an assignment
      of a
      Syndication Interest by any Lender to an Eligible Assignee in the form of the
      Assignment, Assumption and Consent Agreement marked "Exhibit K", affixed
      hereto and by this reference incorporated herein and made a part
      hereof.

    


    "Assignment
      of Architect's Contract" shall mean the Assignment of Architect's Contract
      with
      Plans and Specifications pursuant to which, among other things, Borrower's
      rights under the Architect's Contract are assigned to Agent Bank on behalf
      of
      Lenders as additional security for the Bank Facilities.

    


    "Assignment
      of Entitlements, Contracts, Rents and Revenues" shall mean the assignment to
      be
      executed by Borrower on or before the Closing Date, whereby Borrower presently
      assigns to Agent Bank on behalf of Lenders, in consideration of Bank Facilities
      (reserving a revocable license to retain use and enjoy): (a) all of its
      right, title and interest under all Spaceleases and Equipment Leases and
      Contracts relating to the Casino Facility, (b) all of its right, title and
      interest in and to all permits, licenses and contracts relating to the Casino
      Facility, except Gaming Permits and those permits, licenses and contracts which
      are unassignable, and (c) all rents, issues, profits, revenues and income from
      the Real Property and the Casino Facility and any other business activity
      conducted on the Real Property, together with any and all future expansions
      thereof, related thereto or used in connection therewith, as such assignment
      may
      be amended, modified, extended, renewed or restated from time to
      time.

    


    "Assignment
      of Casino General Contractor's Agreement" shall mean the Assignment of Casino
      General Contractor's Agreement under which Borrower's rights under the Casino
      General Contractor's Agreement are assigned to Agent Bank on behalf of Lenders
      as additional security for the Bank Facilities.

    


    "Assignment
      of Garage General Contractor's Agreement" shall mean the Assignment of Garage
      General Contractor's Agreement under which Borrower's rights 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    under
      the
      Garage General Contractor's Agreement are assigned to Agent Bank on behalf
      of
      Lenders as additional security for the Bank Facilities.

    


    "Assignments"
      shall mean collective reference to the Assignment of Entitlements, Contracts,
      Rents and Revenues, Assignment of Architect's Contract, Assignment of Garage
      General Contractor's Agreement, Assignment of Casino General Contractor's
      Agreement and Major Subcontractor Assignments.

    


    "Authorized
      Officer(s)" shall mean, relative to the Borrower, those of the respective
      officers and/or managers whose signatures and incumbency shall have been
      certified to Agent Bank and the Banks as required in Section 3.05(iv) of the
      Credit Agreement with the authority and responsibility to deliver Notices of
      Borrowing, Construction Disbursement Requests, Compliance Certificates and
      all
      other requests, notices, reports, consents, certifications and authorizations
      on
      behalf of Borrower.

    


    "Available
      RLC Borrowings" shall mean, at any time, and from time to time, the aggregate
      amount available to Borrower for a Borrowing under the Revolving Credit Facility
      or issuance of a Letter of Credit, in each instance not exceeding the amount
      of
      the Aggregate RLC Commitment, as of each date of determination.

    


    "Bank
      Facilities" shall mean collective reference to the C/T Loan and the Revolving
      Credit Facility, including the L/C Facility.

    


    "Bank
      Facilities Termination" shall mean indefeasible payment in full of all sums
      owing under the Bank Facilities and each of the Loan Documents, the occurrence
      of the Stated Expiry Date or other termination of all outstanding Letters of
      Credit, and the irrevocable termination of: (i) the obligation of Lenders to
      advance Borrowings under the Revolving Credit Facility and (ii) the
      obligation of L/C Issuer to issue Letters of Credit under the L/C
      Facility.

    


    "Banking
      Business Day" means, with respect to any Borrowing, Construction Disbursement
      or
      payment, any day, excluding Saturday, Sunday and any day which is a legal
      holiday under the laws of the States of California and/or Nevada, or is a day
      on
      which banking institutions located in California and/or Nevada are required
      or
      authorized by law or other governmental action to close.

    


    "Bankruptcy
      Code" shall mean the United States Bankruptcy Code, as amended, 11 U.S.C.
      Section 101, et
      seq.

    


    "Banks"
      shall have the meaning set forth in the Preamble to this Credit
      Agreement.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    "Borrower"
      shall have the meaning set forth in the Preamble to this Credit
      Agreement.

    


    "Borrower
      Construction Budget" shall mean the line item breakdown for those Construction
      Completion Costs of the Construction Projects which are not a part of the Casino
      General Contractor's Agreement, Casino General Contractor Budget, Garage General
      Contractor's Agreement or Garage General Contractor Budget.

    


    "Borrower
      Construction Expenditures" shall mean collective reference to the aggregate
      amount of funds which may be required to be advanced by Borrower at any time
      and
      from time to time for payment of the costs and expenses for construction and
      development of the Construction Projects in accordance with the Construction
      Budgets, other than from the Bank Facilities or from third party purchase money
      financing.

    


    "Borrower
      Operating Agreement" shall mean collective reference to: (i) the Limited
      Liability Company Agreement of Borrower dated as of October 12, 2004, and
      (ii) the First Amendment to Limited Liability Company Agreement dated
      March 21, 2005, without regard to any amendment or modification thereof
      unless made with the written consent of Agent Bank.

    


    "Borrowing(s)"
      shall mean such amounts as Borrower may request from Lenders from time to time
      to be advanced under the Revolving Credit Facility by Notice of Borrowing during
      the Revolving Credit Period in the manner provided in Section 2.07(a) or at
      the request of Agent Bank pursuant to Section 2.10.

    


    "CCI"
      shall mean Century Casinos, Inc., a Delaware corporation.

    


    "CCI
      Subordinated Debt" shall mean the Indebtedness evidenced by the CCI Subordinated
      Note.

    


    "CCI
      Subordinated Note" shall mean the promissory note executed by Borrower dated
      August 2, 2005, payable to the order of CCI, in the principal amount of
      Four Million Five Hundred Thousand Dollars ($4,500,000.00), which promissory
      note and all security documents securing repayment of such promissory note
      shall
      be subordinated to the Bank Facilities and the Security Documentation by
      execution of a Lien and Payment Subordination Agreement in a form acceptable
      to
      Agent Bank as provided in Section 3.17.

    


    "CCTI"
      shall mean Century Casinos Tollgate, Inc., a Delaware corporation.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    "CCVLLC"
      shall mean Central City Venture, LLC, a Colorado limited liability
      company.

    


    "CCVLLC
      Subordinated Debt" shall mean the Indebtedness evidenced by the CCVLLC
      Subordinated Note.

    


    "CCVLLC
      Subordinated Note" shall
      mean the unsecured promissory note executed by Borrower dated December 30,
      2004,
      payable to the order of the CCVLLC, in the principal amount of One Million
      Dollars ($1,000,000.00), which promissory note shall not bear interest in excess
      of eight percent (8%) per annum and shall be subordinated to the Bank Facilities
      by execution of a Payment Subordination Agreement in a form acceptable to Agent
      Bank as provided in Section 3.17.

    


    "C/T
      Loan" shall mean the agreement of Lenders to fund Construction Disbursements
      up
      to the maximum aggregate amount of Thirty-Two Million Five Hundred Thousand
      Dollars ($32,500,000.00) during the Construction Period, subject to the terms
      and conditions set forth in the Credit Agreement and the C/T Note.

    


    "C/T
      Loan
      Reduction Schedule" shall mean the C/T Loan Reduction Schedule marked
      Schedule 2.03(d) affixed hereto and by this reference incorporated herein
      and made a part hereof, setting forth the Scheduled Term Amortization Payments
      on each Term Payment Date under the C/T Loan.

    


    "C/T
      Note" shall mean the Construction and Term Promissory Note, a copy of which
      is
      marked "Exhibit B", affixed hereto and by this reference incorporated
      herein and made a part hereof, to be executed by Borrower on the Closing Date,
      payable to the order of Agent Bank on behalf of the Lenders, evidencing the
      C/T
      Loan, as the same may be amended, modified, supplemented, replaced, renewed
      or
      restated from time to time.

    


    "Capital
      Expenditures" shall mean, for any period, without duplication, the aggregate
      of
      all expenditures (whether paid in cash or accrued as liabilities during that
      period and including Capitalized Lease Liabilities) by Borrower during such
      period that, in conformity with GAAP, are required to be included in or
      reflected by the property, plant or equipment or similar fixed or capital asset
      accounts reflected in the balance sheet of Borrower (including equipment which
      is purchased simultaneously with the trade-in of existing equipment owned by
      Borrower to the extent of (a) the gross amount of such purchase price
less
      (b) the cash proceeds of trade-in credit of the equipment being traded in
      at such time), but excluding capital expenditures made in connection with the
      replacement or restoration of assets, to the extent reimbursed or refinanced
      from insurance proceeds paid on account of the loss of or damage to the assets
      being replaced or restored, or from awards of compensation arising from the
      taking by condemnation of or 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    the
      exercise of the power of eminent domain with respect to such assets being
      replaced or restored.

    


    "Capital
      Proceeds" shall mean the net proceeds paid in Cash (after deducting all
      reasonable expenses incurred in connection therewith) available to Borrower
      from: (i) partial or total condemnation or destruction of any part of the
      Collateral, (ii) insurance proceeds received in connection with damage to
      or destruction of any part of the Collateral, (iii) the sale or other
      disposition of any portion of the Collateral in accordance with the provisions
      of this Credit Agreement (not including, however, any proceeds received by
      Borrower from a sale of FF&E if such FF&E is replaced by items of
      equivalent value and utility, in each case such exclusion to apply only during
      any period in which no Event of Default has occurred and is continuing), and
      (iv) any other extraordinary receipt of proceeds not in the ordinary course
      of business and treated, for accounting purposes, as capital in nature directly
      relating to the Collateral.

    


    "Capitalized
      Lease Liabilities" means all monetary obligations of the Borrower under any
      leasing or similar arrangement which, in accordance with GAAP, would be
      classified as capitalized leases, and, for purposes of this Credit Agreement,
      the amount of such obligations shall be the capitalized amount thereof,
      determined in accordance with GAAP, and the stated maturity thereof shall be
      the
      date of the last payment of rent or any other amount due under such lease prior
      to the first date upon which such lease may be terminated by the lessee without
      payment of a penalty.

    


    "Cash"
      shall mean, when used in connection with any Person, all monetary and
      non-monetary items owned by that Person that are treated as cash in accordance
      with GAAP.

    


    "Cash
      Collateral Account" shall mean the restricted depository savings account to
      be
      established by Borrower or Agent Bank on behalf of Borrower with L/C Issuer
      at
      its offices located at 5340 Kietzke Lane, Suite 201, Reno, Nevada 89511, or
      at
      such other office located in the United States as may be designated from time
      to
      time by L/C Issuer, for the purpose of depositing Cash collateral for the
      aggregate L/C Exposure upon the occurrence of any Event of Default.

    


    "Cash
      Collateral Pledge Agreement" shall mean the Pledge and Assignment of Savings
      Account Agreement to be executed by Borrower in favor of L/C Issuer as of the
      Closing Date as the same may be amended or modified from time to time under
      the
      terms of which all sums held from time to time in the Cash Collateral Account
      are pledged in favor of L/C Issuer to secure repayment of any funding required
      under any outstanding Letters of Credit, a copy of the form of which Cash
      Collateral Pledge Agreement is marked "Exhibit P", affixed to the Credit
      Agreement and by this reference incorporated herein and made a part
      hereof.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

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

    


    (a) Government
      Securities due within one (1) year after the date of the making of the
      Investment;

    


    (b) readily
      marketable direct obligations of any State of the United States of America
      given
      on the date of such Investment a credit rating of at least Aa by Moody's
      Investors Service, Inc. or AA by Standard & Poor's Corporation, in each case
      due within one (1) year from the making of the Investment;

    


    (c) certificates
      of deposit issued by, bank deposits in, eurodollar deposits through, bankers'
      acceptance of, and repurchase agreements covering Government Securities executed
      by, any bank incorporated under the laws of the United States of America or
      any
      State thereof and having on the date of such Investment combined capital,
      surplus and undivided profits of at least Two Hundred Fifty Million Dollars
      ($250,000,000.00), or total assets of at least Five Billion Dollars
      ($5,000,000,000.00), in each case due within one (1) year after the date of
      the
      making of the Investment;

    


    (d) certificates
      of deposit issued by, bank deposits in, eurodollar deposits through, bankers'
      acceptances of, and repurchase agreements covering Government Securities
      executed by, any branch or office located in the United States of America of
      a
      bank incorporated under the laws of any jurisdiction outside the United States
      of America having on the date of such Investment combined capital, surplus
      and
      undivided profits of at least Five Hundred Million Dollars ($500,000,000.00),
      or
      total assets of at least Fifteen Billion Dollars ($15,000,000,000.00) in each
      case due within one year after the date of the making of the
      Investment;

    


    (e) repurchase
      agreements covering Government Securities executed by a broker or dealer
      registered under Section 15(b) of the Securities Exchange Act of 1934 having
      on
      the date of the Investment capital of at least One Hundred Million Dollars
      ($100,000,000.00), due within thirty (30) days after the date of the making
      of
      the Investment; provided
      that the
      maker of the Investment receives written confirmation of the transfer to it
      of
      record ownership of the Government Securities on the books of a "primary dealer"
      in such Government Securities on the books of such registered broker or dealer,
      as soon as practicable after the making of the Investment;

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (f) readily
      marketable commercial paper of corporations doing business in and incorporated
      under the laws of the United States of America or any State thereof or of any
      corporation that is the holding company for a bank described in clauses (c)
      or
      (d) above given on the date of such Investment a credit rating of at least
      P-1
      by Moody's Investors Service, Inc. or A-1 by Standard & Poor's Corporation,
      in each case due within three hundred sixty-five (365) days after the date
      of
      the making of the Investment;

    


    (g) "money
      market preferred stock" issued by a corporation incorporated under the laws
      of
      the United States of America or any State thereof given on the date of such
      Investment a credit rating of at least Aa by Moody's Investors Service, Inc.
      or
      AA by Standard & Poor's Corporation, in each case having an investment
      period not to exceed fifty (50) days; provided
      that (i)
      the amount of all such Investments issued by the same issuer does not exceed
      Five Million Dollars ($5,000,000.00) and (ii) the aggregate amount of all
      such Investments does not exceed Fifteen Million Dollars ($15,000,000.00);
      and

    


    (h) a
      readily
      redeemable "money market mutual fund" sponsored by a bank described in clauses
      (c) or (d) hereof, or a registered broker or dealer described in clause (e)
      hereof, that has and maintains an investment policy limiting its investments
      primarily to instruments of the types described in clauses (a) through (g)
      hereof and having on the date of such Investment total assets of at least One
      Billion Dollars ($1,000,000,000.00).

    


    "Casino
      Facility" shall mean the improvements and the casino business and related
      activities to be conducted on the Real Property following completion of the
      Casino Project.

    


    "Casino
      General Contractor" shall mean Sprung Construction, Inc., 3001 Larimer Street,
      Denver, Colorado 80205, the general contractor that has been engaged by Borrower
      for construction of the Casino Project.

    


    "Casino
      General Contractor Budget" shall mean the line item breakdown for construction
      costs, materials, labor and other payments to be made under the Casino General
      Contractor's Agreement, together with all amendments, revisions and
      modifications thereto.

    


    "Casino
      General Contractor's Agreement" shall mean the Standard Form of Agreement
      Between Owner and Contractor, AIA Document A111-1997 dated April 6, 2005,
      executed by and between Borrower and Casino General Contractor for the


     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    construction
      of the Casino Project consistent with the Casino General Contractor Budget,
      together with the General Conditions, AIA Document A201-1997.

    


    "Casino
      General Contractor's Consent" shall mean a Contractor's Consent and Agreement
      to
      be executed by the Casino General Contractor and delivered to Agent Bank, on
      behalf of the Lenders, prior to the Initial Construction Disbursement Date,
      for
      the purpose, among other things, of evidencing the Casino General Contractor's:
      (i) consent to the Assignment of Casino General Contractor's Agreement;
      (ii) agreement not to modify the Casino General Contractor's Agreement
      without Agent Bank's consent; and (iii) agreement to continue performance
      under the Casino General Contractor's Agreement on behalf of Agent Bank subject
      to the terms and conditions set forth therein.

    


    "Casino
      Project" shall mean a renovation of approximately forty-one thousand (41,000)
      square feet of existing building space currently contained in eight (8)
      individual and distinct historic building structures. The renovation is expected
      to yield gaming space for approximately six hundred twenty-five (625) slot
      machines (with capacity for eight hundred (800)), approximately twelve (12)
      table games and approximately thirty (30) hotel rooms to be located on the
      top
      floor of the Casino Project. An additional twenty-nine thousand (29,000) square
      feet of additional casino space will be designated as new construction, all
      substantially in accordance with the Plans and Specifications, which shall
      include all items of improvement and related costs as set forth on the
      Construction Budgets.

    


    "Central
      City" shall mean the City of Central, Colorado, a home rule
      municipality.

    


    "Change
      of Control" shall mean the occurrence of the following event:

    


    a. CCTI
      shall own less than sixty-five percent (65.0%) of the Membership Units, as
      defined in the Operating Agreement of Borrower.

    


    "Closing
      Certificate" shall have the meaning ascribed to such term in
      Section 3.05(v).

    


    "Closing
      Date" shall mean the date upon which: (i) each condition precedent required
      under Article IIIA of this Credit Agreement has been satisfied or waived and
      (ii) the Security Documentation have been filed and/or recorded in
      accordance with and in the manner required herein and by the Closing
      Instructions; or such other date as to which Agent Bank and Borrower agree
      in
      writing.

    


    "Closing
      Disbursements" shall mean collective reference to disbursements and/or
      Borrowings, as applicable, made on the Closing Date from the C/T Loan for the
      

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    purposes
      set forth in Section 2.01(b) and/or the Revolving Credit Facility for the
purposes
      set forth in Section 2.06(a)(i).

    


    "Closing
      Instructions" shall mean the Closing Instructions to be given by Agent Bank
      to
      Title Insurance Company at or prior to the Closing Date setting forth the
      requirements of Lenders for the issuance of the Title Insurance Policy and
      other
      conditions for the closing of the Bank Facilities, as may be amended or modified
      prior to the Closing Date to the reasonable satisfaction of Agent
      Bank.

    


    "Collateral"
      shall mean collective reference to all of Borrower's right, title and interest
      in and to: (i) the Real Property and the personal property, FF&E,
      contract rights, leases, stock, intangibles and other interests of the Borrower
      which are subject to the liens, pledges and security interests created by the
      Security Documentation; (ii) all rights of the Borrower assigned and/or
      pledged as additional security pursuant to the terms of the Loan Documents
      and
      Security Documentation; (iii) any and all other property and/or intangible
      rights, interest or benefits inuring to or in favor of the Borrower which are
      in
      any manner assigned, pledged, encumbered or otherwise hypothecated in favor
      of
      Agent Bank on behalf of the Lenders to secure payment of the Bank Facilities;
      and (iv) any and all proceeds of the foregoing. 

    


    "Collateral
      Properties" shall
      mean collective reference to the real properties, improvements and associated
      FF&E which are pledged and encumbered as Collateral securing repayment of
      the Bank Facilities from time to time, which shall consist of the Real Property,
      together with any other real property or interests therein which may be held
      by
      Agent Bank from time to time to secure repayment of the Bank Facilities.


    


    "Communications"
      shall have the meaning ascribed to such term in Section 11.03(a).

    


    "Completion
      Date" shall mean the date upon which: (a) each of the Construction Projects
      has been completed in substantial accordance and compliance with the Plans
      and
      Specifications and in substantial accordance and compliance with the terms
      and
      conditions of all Governmental Authorities, (b) the Occupancy Date has
      occurred, (c) Title Insurance Company has issued its final 101.6
      indorsement to the Title Insurance Policy showing no liens, claims or
      encumbrances except those approved by Agent Bank upon the consent of Requisite
      Lenders, (d) the Opening Date has occurred, and (e) each other condition
      applicable to the final release of retainage, as set forth in Section 9.21,
      shall have been met, other than with respect to the completion of "Punch List"
      items.

    


    "Completion
      Guaranty" shall mean that certain Completion Guaranty in the form of "Exhibit
      O", affixed hereto and by this reference incorporated herein and made a


     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    part
      hereof, to be executed by CCI for the benefit of Lenders on or before the
      Closing Date.

    


    "Compliance
      Certificate" shall mean a compliance certificate as described in Section 5.08(c)
      which is more particularly described on "Exhibit F", affixed hereto and by
      this
      reference incorporated herein and made a part hereof.

    


    "Construction
      Budgets" shall mean collective reference to the Lender's Disbursement Budget,
      General Contractor Budgets and Borrower Construction Budget.

    


    "Construction
      Completion Costs" means, as of any date of determination, an amount equal to
      the
      remaining unpaid costs, including, without limitation all Hard Costs and Soft
      Costs, and including retainage, of causing the Construction Projects to be
      completed and opened to the public, together with all other requirements for
      the
      occurrence of the Completion Date, as determined by Lenders' Consultant and
      Agent Bank from time to time.

    


    "Construction
      Completion Deadline" shall have the meaning ascribed to such term in
      Section 9.01(a). 

    


    "Construction
      Cost Analysis" shall mean the review and analysis of the Plans and
      Specifications, General Contractor Budgets and Borrower Construction Budget
      and
      all other related documentation, including, without limitations, the General
      Contractor Agreements, Architect's Contract, subcontracts, bids and other
      agreements relating to and necessary for the construction of the Construction
      Projects and occurrence of the Completion Date, to be made from time to time
      by
      Lenders' Consultant and Agent Bank for the purpose of determining the
      Construction Completion Costs as of any date of determination.

    


    "Construction
      Disbursement Request" shall mean the form to be executed and appropriately
      completed by an Authorized Officer and submitted to Agent Bank concurrently
      with
      each request for the advance by Lenders of a Construction Disbursement under
      the
      C/T Loan during the Construction Period, a copy of which form is marked
      "Exhibit D", affixed hereto and by this reference incorporated herein and
      made a part hereof.

    


    "Construction
      Disbursements" shall mean such amounts as are advanced by Lenders from time
      to
      time under the C/T Loan during the Construction Period pursuant to written
      request of Borrower by Construction Disbursement Request in the manner provided
      in Section 2.04 and as provided in Article IX.

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    “Construction
      Documentation” shall mean collective reference to the Construction Schedule,
      Plans and Specifications, Construction Budgets, Financial Requirements Analysis,
      General Contractor Agreements and Architect's Contract and all other contracts
      and agreements relating to the construction of the Construction Projects,
      together with all amendments, revisions and modifications thereto.

    


    "Construction
      Overage" shall have the meaning set forth in Section 9.13(f) of the Credit
      Agreement.

    


    "Construction
      Period" shall mean the period commencing on the Closing Date and terminating
      on
      the Term Out Date.

    


    "Construction
      Projects" shall mean collective reference to the Casino Project and the Parking
      Garage Project.

    


    "Construction
      Schedule" shall mean the anticipated time schedule for completion of the
      Construction Projects as shown on a schedule to be delivered to Agent Bank
      on or
      before the Initial Construction Disbursement Date.

    


    "Contingency
      Reserve" shall have the meaning set forth in Section 9.12.

    


    "Contingency
      Transaction Ledger" shall have the meaning set forth in Section
      9.12.

    


    "Contingent
      Liability(ies)" shall mean, as to any Person any obligation of such Person
      guaranteeing or having the economic effect of guaranteeing any Indebtedness,
      leases or dividends ("primary obligations") of any other Person that is not
      a
      Borrower hereunder (the "primary obligor") in any manner, whether directly
      or
      indirectly, including, without limitation, any obligation of such Person,
      whether or not contingent, (a) to purchase any such primary obligation or
      any property constituting direct or indirect security therefor, (b) to
      advance or supply funds (i) for the purchase or payment of any such primary
      obligation or (ii) to maintain working capital or equity capital of the
      primary obligor or otherwise to maintain the net worth or solvency of the
      primary obligor, (c) to purchase property, securities or services primarily
      for the purpose of assuring the owner of any such primary obligation of the
      ability of the primary obligor to make payment of such primary obligation,
      (d) to make payment in respect of any net liability arising in connection
      with any Interest Rate Hedges, foreign currency exchange agreement, commodity
      hedging agreement or any similar agreement or arrangement in any such case
      if
      the purpose or intent of such agreement is to provide assurance that such
      primary obligation will be paid or discharged, or that any agreements relating
      thereto will be complied with, or that the holders of such primary obligation
      will be protected (in whole or in part) against loss in respect thereof or
      (e) otherwise to assure or hold harmless the holder of such primary


     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    obligation
      against loss in respect thereof; provided, however, that the term Contingent
      Liability shall not include endorsements of instruments for deposit or
      collection in the ordinary course of business. The amount of any Contingent
      Liability shall be deemed to be an amount equal to the stated or determinable
      amount of the primary obligation in respect of which such Contingent Liability
      is made or, if not stated or determinable, the reasonably anticipated liability
      in respect thereof (assuming such Person is required to perform thereunder)
      as
      determined by such Person in good faith.

    


    "Contractual
      Obligation" means, as to any Person, any provision of any outstanding securities
      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 assets is
      bound.

    


    "Contribution
      Agreement" shall mean the Contribution Agreement dated as of October 12,
      2004, executed by and among CCTI; Tollgate Venture, LLC; KJE Investments, LLC;
      CCVLLC; and Borrower.

    


    "Credit
      Agreement" shall mean this Credit Agreement together with all Schedules and
      Exhibits attached thereto, executed by and between Borrower and Banks setting
      forth the terms and conditions of the Bank Facilities, as may be amended,
      modified, extended, renewed or restated from time to time.

    


    "Deed
      of
      Trust" shall mean the Deed of Trust, Fixture Filing and Security Agreement
      with
      Assignment of Rents to be executed by Borrower on or before the Closing Date
      in
      favor of Agent Bank on behalf of the Lenders, encumbering the Real Property,
      FF&E and other Collateral therein described, for the purpose of securing the
      Bank Facilities and Borrower's payment and performance under each of the Loan
      Documents (other than the Environmental Certificate), as such deed of trust
      may
      be amended, modified, extended, renewed or restated from time to time.


    


    "Default"
      shall mean the occurrence or non-occurrence, as the case may be, of any event
      that with the giving of notice or passage of time, or both, would become an
      Event of Default.

     

    "Default
      Rate" shall have the meaning set forth in Section 2.14(b).

    


    "Defaulting
      Lender" means any Lender which fails or refuses to perform its obligations
      under
      this Credit Agreement within the time period specified for performance of such
      obligation or, if no time frame is specified, if such failure or refusal
      continues for a period of five (5) Banking Business Days after notice from
      Agent
      Bank.

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    "Designated
      Deposit Account" shall mean a deposit account to be maintained by Borrower
      with
      Agent Bank, as from time to time designated in writing by an Authorized
      Officer.

    


    "Device
      Fee Rebate Agreement" shall mean that certain City of Central, Colorado License
      Fee Rebate Agreement dated as of September 7, 2004, executed between
      Central City and John Zimpel, as managing member of Tollgate Venture, LLC,
      whose
      interest has been assigned to Borrower. 

    


    "Device
      Fee Rebates" shall mean the refund of a portion of the License Fees to be paid
      by Borrower to Central City as more particularly described in the Device Fee
      Rebate Agreement. 

    


    "Disbursement
      Plan" shall mean the plan to be agreed upon between Borrower and Agent Bank
      prior to the Initial Construction Disbursement Date, setting forth certain
      additional requirements with respect to Construction Disbursements under the
      C/T
      Loan.

    


    "Dispute"
      shall have the meaning set forth in Section 11.14(a).

    


    "Distributions"
      shall mean and collectively refer to any and all cash dividends on membership
      interests (including, without limitation, Tax Distributions), loans, payments,
      advances or other distributions, fees or compensation of any kind or character
      whatsoever, but shall not include Management Fees and consideration paid for
      tangible and intangible assets in an arms length exchange for fair market value,
      trade payments made and other payments for liabilities incurred in the ordinary
      course of business, including, without limitation, compensation to officers,
      directors and employees of Borrower in the ordinary course of
      business.

    


    "Documents"
      shall have the meaning set forth in Section 11.14(a).

     

    "Dollars"
      and "$" means the lawful money of the United States of America.

    


    "EBITDA"
      shall mean with reference to any Person, for any Fiscal Period under review,
      the
      sum of (i) Net Income for that period, including Device Fee Rebates
      actually received during that period, plus (ii) Interest Expense (expensed
      and capitalized) for that period, plus (iii) the aggregate amount of federal
      and
      state taxes on or measured by income for that period (whether or not payable
      during that period), plus (iv) depreciation, amortization and all other
      non-cash expenses for that period, in each case determined in accordance with
      GAAP, less (v) all cash and non-cash income (including, but not limited to,
      interest income), transfers, loans and advances from CCI or any of its
      Subsidiaries, less (vi) all other non-cash income from any source not
      specified in

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     (v)
      above and, in the case of items (ii), (iii) and (iv), only to the extent
      deducted in the determination of Net Income for that period and in the case
      of
      items (v) and (vi) only to the extent included in the determination of Net
      Income for that period.

    


    "EBITDAM"
      shall mean EBITDA, plus Management Fees for that period to the extent deducted
      in the determination of Net Income for that period.

    


    "ERISA"
      shall mean the Employee Retirement Income Security Act of 1974, as amended
      from
      time to time.

    


    "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 Fifty Million Dollars ($50,000,000.00) or more that
      is
      (i) organized under the Laws of the United States of America, any State
      thereof or the District of Columbia or (ii) organized under the Laws of any
      other country which is a member of the Organization for Economic Cooperation
      and
      Development, or a political subdivision of such a country, provided
      that (A)
      such bank is acting through a branch or agency located in the United States
      of
      America and (B) is otherwise exempt from withholding of tax on interest and
      delivers Form 1001 or Form 4224 at the time of any assignment, or
      (d) a financial institution which is an accredited investor as defined by
      the Securities Act of 1934 and is otherwise exempt from withholding tax on
      interest at the time of any assignment, (e) any other financial institution
      that
      meets the requirements set forth in subclauses (c)(i) or (c)(ii) above that
      (i)
      has a net worth of Fifty Million Dollars ($50,000,000.00) or more, (ii) is
      engaged in the business of lending money and extending credit under credit
      facilities substantially similar to those extended under this Credit Agreement,
      and (iii) is operationally and procedurally able to meet the obligations of
      a Lender hereunder to the same degree as a commercial bank, and (f) with
      respect to such commercial bank or financial institution as described in (a)
      through (e) above, no finding of unsuitability has been made or determined
      by
      any Gaming Authority or the gaming authorities of any other States of the United
      States of America.

    


    "Environmental
      Certificate" shall mean the Certificate and Indemnification Regarding Hazardous
      Substances to be executed by Borrower on or before the Closing Date, as a
      further inducement to the Banks to enter into the Credit Agreement for the
      purposes set forth herein, as such Certificate and Indemnification Regarding
      Hazardous Substances may be amended, modified, extended, renewed or restated
      from time to time.

    


    "Environmental
      Reports" shall have the meaning ascribed to such term in the Environmental
      Certificate.

    


    "Equipment
      Leases and Contracts" shall mean the executed leases and purchase contracts
      pertaining to the FF&E, whether now existing or hereinafter entered


     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    into,
      wherein Borrower is the lessee or vendee, as the case may be, including, without
      limitation, those leases and purchase contracts pertaining to the FF&E which
      are set forth on the Schedule of Equipment Leases and Contracts designated
      as
      Schedule 4.16, affixed hereto and by this reference incorporated herein and
      made
      a part hereof.

    


    "Equity
      Contribution" shall mean collective reference to the
      voluntary contribution of Cash by a member of the Borrower to the Borrower
      in
      exchange for additional membership interests so long as such contribution is
      not
      subject to any return of such capital, except to the extent permitted with
      respect to Distributions as provided in Section 6.06.

    


    "Event
      of
      Default" shall mean any event of default as defined in Section 7.01
      hereof.

    


    "Excess
      Capital Proceeds" shall have the meaning ascribed to such term in
      Section 6.12(c) of this Credit Agreement.

    


    "Excess
      Cash Flow" shall mean for any Fiscal Quarter, EBITDAM less (i) the
      aggregate amount of Maintenance Capital Expenditures, less (ii) the
      aggregate amount of Interest Expense actually paid, less (iii) the
      aggregate of Scheduled Term Amortization Payments, less (iv) the aggregate
      of
      principal payments or reductions (without duplication) required to be made
      on
      all other outstanding Indebtedness (exclusive of any Excess Cash Flow
      Payments).

    


    "Existing
      Bank Debt" shall mean the loan advanced by Colorado Business Bank in the
      original principal amount of Five Million Dollars ($5,000,000.00) evidenced
      by a
      Loan Agreement and Promissory Note dated as of April 4, 2005, executed by
      Borrower in favor of Colorado Business Bank.

    


    "Existing
      Bank Debt Security Documents" shall mean collective reference to the Deed of
      Trust executed by Borrower to the Public Trustee of Gilpin County for the
      benefit of Colorado Business Bank securing the Existing Bank Debt recorded
      April 19, 2005, at Reception Number 125797, together with all other
      documents, pledges and instruments securing repayment of the Existing Bank
      Debt.

    


    "FF&E"
      shall mean collective reference to any and all furnishings, fixtures and
      equipment, including, without limitation, all Gaming Devices and associated
      equipment, inventories and supplies, which have been installed or are to be
      installed and used in connection with the operation of the Casino Facility
      or in
      connection with any other business operation conducted on the Real Property
      and
      those items of furniture, fixtures and equipment which have been purchased
      or
      leased or are hereafter purchased or 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    leased
      by
      Borrower in connection with the Casino Facility and/or in connection with any
      other business operation conducted on the Real Property.

    


    "FIRREA"
      shall mean the Financial Institutions Reform, Recovery and Enforcement Act
      of
      1989.

    


    "Federal
      Funds Rate" means, as of any date of determination, the rate set forth in the
      weekly statistical release designated as H.15(519), or any successor
      publication, published by the Federal Reserve Board (including any such
      successor, "H.15(519)") for such date opposite the caption "Federal Funds
      (Effective)". If for any relevant date such rate is not yet published in
      H.15(519), the rate for such date will be the rate set forth in the daily
      statistical release designated as the Composite 3:30 p.m. Quotations for
      U.S. Government Securities, or any successor publication, published by the
      Federal Reserve Bank of New York (including any successor, the "Composite
      3:30 p.m. Quotation") for such date under the caption "Federal Funds
      Effective Rate". If on any relevant date the appropriate rate for such date
      is
      not yet published in either H.15(519) or the Composite 3:30 p.m.
      Quotations, the rate for such date will be the arithmetic mean of the rates
      for
      the last transaction in overnight Federal funds arranged prior to 9:00 a.m.
      (New York City time) on that date by each of three leading brokers of Federal
      funds transactions in New York City selected by the Agent Bank. For purposes
      of
      the Credit Agreement, any change in the Prime Rate due to a change in the
      Federal Funds Rate shall be effective as of the opening of business on the
      effective date of such change.

    


    "Fee
      Side
      Letter" shall mean the Side Letter of Understanding Regarding Fees executed
      by
      and between Borrower and Agent Bank concerning payment of the fees more
      particularly therein described.

    


    "Financial
      Covenants" shall mean collective reference to the financial covenants set forth
      in Article VI of this Credit Agreement.

    


    "Financial
      Requirement Analysis" shall mean the written analysis of the financial
      requirements for the construction of each of the Construction Projects to be
      prepared by Agent Bank on or before the Closing Date in the form attached hereto
      as Exhibit M.

    


    "Financing
      Statements" shall mean the Uniform Commercial Code financing statements to
      be
      filed in the Office of the Secretary of State of the State of Delaware and
      in
      the Office of the Clerk and Recorder of Gilpin County, Colorado, in order to
      perfect the security interest granted to Agent Bank on behalf of Lenders under
      the Deed of Trust and other Security Documentation in accordance with
      requirements of the Colorado Uniform Commercial Code, as such financing
      statements may be amended, modified, extended, renewed or restated from time
      to
      time.

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    "Fiscal
      Quarter" shall mean the consecutive three (3) month periods during each Fiscal
      Year beginning on January 1, April 1, July 1 and October 1
      and ending on March 31, June 30, September 30 and
      December 31, respectively.

    


    "Fiscal
      Year" shall mean the fiscal year period beginning January 1 of each
      calendar year and ending on the following December 31.

    


    "Fiscal
      Year End" shall mean December 31 of each calendar year.

    


    "Force
      Majeure" means a delay in the work of construction of the Construction Projects
      by reason of fire, earthquake, or other acts of God, strike, lockout, acts
      of
      public enemy, riot, insurrection, governmental action or regulation (other
      than
      delays caused by non-compliance or violation of any laws or
      regulations).

    


    "Funded
      C/T Outstandings" shall mean the unpaid principal amount outstanding on the
      C/T
      Loan as of any given date of determination for Construction Disbursements made
      thereunder during the Construction Period.

    


    "Funded
      RLC Outstandings" shall mean the unpaid principal amount outstanding on the
      Revolving Credit Facility as of any given date of determination for Borrowings
      made thereunder, but not including L/C Exposure.

    


    "Funding
      Date" shall mean each date upon which Lenders fund Borrowings or Construction
      Disbursements requested by Borrower in accordance with the provisions of
      Section 2.04 or 2.07, or at the request of Agent Bank pursuant to
      Section 2.10.

    


    "GAAP"
      means generally accepted accounting principles set forth in the opinions and
      pronouncements of the Accounting Principles Board and the American Institute
      of
      Certified Public Accountants and statements and pronouncements of the Financial
      Accounting Standards Board, or in such other statements by such other entity
      as
      may be in general use by significant segments of the accounting profession,
      which are applicable to the circumstances as of the date of
      determination.

    


    "Gaming
      Authorities" means collective reference to the Division of Gaming of the
      Colorado Department of Revenue, the Colorado Limited Gaming Control Commission
      and each other agency or other political subdivision which has jurisdiction
      over
      the gaming activities of Borrower at the Casino Facility.

    


    "Gaming
      Devices" shall mean slot machines and other devices which constitute gaming
      devices and related equipment as defined by the Gaming Authorities and Gaming
      Laws.

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    "Gaming
      Laws" shall mean the Colorado Limited Gaming Act and the regulations relating
      thereto and all other rules, regulations, statutes and ordinances having
      authority or with which compliance is required for the conduct of gambling,
      gaming and casino activities at the Casino Facility.

    


    "Gaming
      Permits" shall mean collective reference to every license, permit or other
      authorization required to own, operate and otherwise conduct gambling, gaming
      and casino activities at the Casino Facility, including, without limitation,
      all
      licenses granted by the Gaming Authorities and all other applicable Governmental
      Authorities.

    


    "Garage
      General Contractor" shall mean CFC Construction, 1819 Denver West Drive, Suite
      100, Golden, Colorado 80401, the general contractor that has been engaged by
      Borrower for construction of the Parking Garage Project.

    


    "Garage
      General Contractor Budget" shall mean the line item breakdown for construction
      costs, materials, labor and other payments to be made under the Garage General
      Contractor's Agreement, together with all amendments, revisions and
      modifications thereto.

    


    "Garage
      General Contractor's Agreement" shall mean the Standard Form of Agreement
      Between Owner and Contractor, AIA Document A111-1997 dated July 21, 2005,
      executed by and between Borrower and General Contractor for the construction
      of
      the Parking Garage Project consistent with the Garage General Contractor
      Budget.

    


    "Garage
      General Contractor's Consent" shall mean a Contractor's Consent and Agreement
      to
      be executed by the Garage General Contractor and delivered to Agent Bank, on
      behalf of the Lenders, prior to the Initial Construction Disbursement Date,
      for
      the purpose, among other things, of evidencing the Garage General Contractor's:
      (i) consent to the Assignment of Garage General Contractor's Agreement;
      (ii) agreement not to modify the Garage General Contractor's Agreement
      without Agent Bank's consent; and (iii) agreement to continue performance
      under the Garage General Contractor's Agreement on behalf of Agent Bank subject
      to the terms and conditions set forth therein.

    


    "General
      Contractor Agreements" shall mean collective reference to the Casino General
      Contractor Agreement and the Garage General Contractor Agreement.

    


    "General
      Contractor Budgets" shall mean collective reference to the Casino General
      Contractor Budget and the Garage General Contractor Budget.

    


    "General
      Contractors" shall mean collective reference to the Casino General Contractor
      and the Garage General Contractor.

    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    "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
      Authority" or "Governmental Authorities" shall mean any federal, state, county
      or municipal governmental agency, board, commission, officer of official whose
      consent or approval is required or whose regulations must be followed as a
      prerequisite to (i) the construction, operation and/or occupancy of the
      Casino Facility, and (ii) the performance of any act or obligation or the
      observance of any agreement, provision or condition of whatever nature contained
      in the Credit Agreement or in any of the Loan Documents or Security
      Documentation.

     

    "Hard
      Costs" shall mean those costs which are shown in the Construction Budgets as
      a
      "construction cost" and any adjustments to such costs pursuant to properly
      approved change orders.

    


    "Hazardous
      Materials Claims" shall have the meaning set forth in Section 5.20.

    


    "Hazardous
      Materials Laws" shall have the meaning set forth in Section 5.20.

    


    "Indebtedness"
      of any Person includes all obliga-tions, contingent or otherwise, which in
      accordance with GAAP should be classified upon such Person's balance sheet
      as
      liabilities, but in any event including liabilities of such Person for borrowed
      money or other liabilities of such Person secured by any lien existing on
      property owned or acquired by such Person, Affiliate or a Subsidiary thereof
      (whether or not the liability secured thereby shall have been assumed),
      obligations which have been or under GAAP should be capitalized for financial
      reporting purposes, and all guaranties, endorse-ments, and other contingent
      obligations with respect to Indebtedness of others, including, but not limited
      to, any obligations to acquire any of such Indebtedness, to purchase, sell,
      or
      furnish property or services primarily for the purpose of enabling such other
      Person to make payment of any of such Indebtedness, or otherwise to assure
      the
      owner of any of such Indebtedness against loss with respect
      thereto.

    


    "Indemnified
      Party" and "Indemnified Parties" shall have the meaning ascribed to such terms
      in Section 5.14.

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    "Initial
      Construction Disbursement" shall mean the first Construction Disbursement to
      be
      made by Lenders to Borrower pursuant to the C/T Loan.

    


    "Initial
      Construction Disbursement Date" shall mean the date upon which Borrower requests
      Lenders to fund the Initial Construction Disbursement.

    


    "Interest
      Expense" shall mean with respect to any Person, as of the last day of any fiscal
      period under review, the sum of (i) all interest, fees, charges and related
      expenses paid or payable (without duplication but including capitalized
      interest) for that fiscal period by such Person to a lender in connection with
      borrowed money (including any obligations for fees, charges and related expenses
      payable to the issuer of any letter of credit) or the deferred purchase price
      of
      assets that are considered "interest expense" under GAAP, plus (ii) the
      portion of the up front costs and expenses for Interest Rate Hedges (to the
      extent not included in (i)) fairly allocated to such interest rate hedges
      as expenses for such period, plus (iii) the portions of Capital Lease
      Liabilities paid or payable with respect to such period that should be treated
      as interest in accordance with GAAP.

    


    "Interest
      Rate Hedges" shall mean, with respect to any Person, all liabilities of such
      Person under interest rate swap agreements, interest rate cap agreements, basis
      swap, forward rate agreement and interest collar or floor agreements and all
      other agreements or arrangements designed to protect such Person against
      fluctuations in interest rates or currency exchange rates.

    


    "Investment"
      shall mean, when used in connection with any Person, any investment by or of
      that Person, whether by means of purchase or other acquisition of stock or
      other
      securities of any other Person or by means of a loan, advance creating a debt,
      capital contribution, guaranty or other debt or equity participation or interest
      in any other Person, including
      any
      partnership and joint venture interests of such Person. The amount of any
      Investment shall be the amount actually invested without adjustment for
      subsequent increases or decreases in the value of such Investment.

    


    "L/C
      Agreement(s)" shall mean collective reference to the Application and Agreement
      for Standby Letter of Credit and addendum(s) thereto executed by an Authorized
      Officer of Borrower in favor of L/C Issuer in L/C Issuer's standard form,
      setting forth the terms and conditions upon which L/C Issuer shall issue a
      Letter(s) of Credit, as the same may be amended or modified from time to
      time.

    


    "L/C
      Exposure" shall mean the aggregate amount which L/C Issuer may be required
      to
      fund or is contingently liable for disbursement under all issued and outstanding
      Letter(s) of Credit, which amount shall be determined by subtracting from the
      aggregate of the Stated Amount of each such Letter(s) of Credit, the principal
      

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    amount
      of
      all L/C Reimbursement Obligations which have accrued and have been fully
      satisfied as of each date of determination.

    


    "L/C
      Facility" shall mean the agreement of L/C Issuer to issue Letters of Credit
      subject to the terms and conditions and up to the maximum amounts and duration
      as set forth in Section 2.10 of the Credit Agreement.

    


    "L/C
      Fee"
      shall have the meaning set forth in Section 2.13(c) of the Credit
      Agreement.

    


    "L/C
      Issuance Date" means each date of issuance of each Letter of Credit
      hereunder.

    


    "L/C
      Issuer" shall mean WFB in its capacity as the issuer of Letters of Credit under
      the L/C Facility following the Closing Date.

    


    "L/C
      Reimbursement Obligation(s)" shall mean the obligation of Borrower to reimburse
      L/C Issuer for amounts funded or disbursed under a Letter(s) of Credit, together
      with accrued interest thereon.

    


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

    


    "Lender
      Reply Period" shall have the meaning set forth in Section 10.10(d).

    


    "Lenders"
      shall have the meaning set forth in the Preamble to this Credit Agreement.
      At
      all times that there are no Lenders other than WFB, the terms "Lender" and
      "Lenders" means WFB in its individual capacity. With respect to matters
      requiring the consent to or approval of all Lenders at any given time, all
      then
      existing Defaulting Lenders will be disregarded and excluded, and, for voting
      purposes only, "all Lenders" shall be deemed to mean "all Lenders other than
      Defaulting Lenders".

    


    "Lenders'
      Consultant" shall mean the architectural or engineering firm of Agent Bank's
      choice and/or affiliate of Agent Bank to be engaged by Agent Bank in connection
      with the construction and development of the Casino Project pursuant to the
      Lenders' Consultant Contract at the expense of Borrower.

    


    "Lenders'
      Consultant Contract" shall mean the agreement or agreements to be executed
      by
      and between Agent Bank and Lenders' Consultant for the purpose set forth herein,
      including, without limitation:

    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    (a) An
      examination of the Plans and Specifications and acceptability of documentation
      relating to the Construction Projects;

    


    (b) Periodic
      site inspections of the Construction Projects to ascertain that:

    


    (i) Percentage
      of construction completed and/or percentage of acceptably-stored materials
      are
      in accordance with percentages specified on the payment request document (AIA
      form G-702 or a form substantially similar thereto which has been first approved
      by Agent Bank);

    


    (ii) the
      Construction Projects are in compliance in all material respects with governing
      construction documentation, ie., plans, specifications, engineering
      calculations, geotechnical recommendations, approved change orders, etc.;
      and

    


    (c) A
      review
      of change orders which will physically affect the Construction Projects. This
      review will be inclusive of budgetary aspects, including Construction Cost
      Analysis from time to time, as well as physical/structural
      acceptability.

    


    "Lender's
      Disbursement Budget" shall mean the "Lender's Disbursement Budget and
      Application for Payment" which is a line item budget showing in reasonable
      detail to the satisfaction of Agent Bank and each of the Lenders the anticipated
      costs of the developing, constructing, furnishing and equipping the Construction
      Projects, including the cost of gaming devices, slot machines and other FF&E
      to be used in connection therewith and including all items shown on the General
      Contractor Budgets and Borrower Construction Budget initially
      completed by the Agent Bank on or before the Closing Date and updated and
      delivered concurrently with each Construction Disbursement Request, which shall
      include all Hard Costs, Soft Costs, costs of furniture, fixtures and equipment,
      and opening costs substantially in the form attached hereto as Exhibit
      "N".

    


    "Liabilities
      and Costs" means all claims, judgments, liabilities, obligations,
      responsibilities, losses, damages (including lost profits), punitive or treble
      damages, costs, disbursements and expenses (including, without limitation,
      reasonable attorneys', experts' and consulting fees and costs of investigation
      and feasibility studies), fines, penalties and monetary sanctions, interest,
      direct or indirect, known or unknown, absolute or contingent, past, present
      or
      future.

    


    "Lien"
      means any lien, mortgage, pledge, assignment, security interest, charge or
      encumbrance of any kind (including any conditional sale or other title retention
      

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    agreement,
      any lease in the nature thereof, and any agreement to give any security
      interest) and any option, trust or other preferential arrangement having the
      practical effect of any of the foregoing.

    


    "Loan
      Documents" shall mean collective reference to the Credit Agreement, the C/T
      Note, the Revolving Credit Note, L/C Agreements, the Security Documentation,
      the
      Environmental Certificate and all other documents and instruments which may
      hereafter be executed and delivered by or on behalf of Borrower or any other
      Person in connection with the Bank
      Facilities
      for the
      benefit of Banks or Agent Bank on behalf of the Lenders, as the same may be
      amended, modified, supplemented, replaced, renewed or restated from time to
      time.

     

    "Maintenance
      Capital Expenditures" shall mean collective reference to Capital Expenditures
      made to or for the benefit of or for use in connection with the Casino Facility
      which are for the purpose of maintaining, repairing and/or replacing existing
      assets of the Borrower.

    


    "Major
      Subcontractor" shall mean each Subcontractor that is a party to a Major
      Subcontract.

    


    "Major
      Subcontractor Assignments" shall mean collective reference to the assignments
      of
      the Assigned Major Subcontracts which are required to be executed by Borrower
      and delivered to Agent Bank under Section 9.04 (b).

    


    "Major
      Subcontractor Consents" shall mean collective reference to the consents to
      be
      executed by each Major Subcontractor that is a party to an Assigned Major
      Subcontract as required under Section 9.04(b).

    


    "Major
      Subcontracts" shall mean all contracts or subcontracts executed by a
      Subcontractor and either General Contractors or another Subcontractor in
      connection with the Construction Projects if the aggregate amount of such
      contracts or subcontracts executed by such Subcontractor is equal to or greater
      than One Hundred Thousand Dollars ($100,000.00).

    


    "Management
      Agreement" shall mean the Casino Services Agreement dated October 12, 2004,
      executed by and between Borrower and Operating Manager, as assignee of Century
      Resorts International Limited, a Mauritian corporation, setting forth the
      management services and compensation of the Operating Manager.

    


    "Management
      Fees" shall mean collective reference to all fees and compensation paid or
      payable to the Operating Manager under the terms of the Management
      Agreement.

    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    "Management
      Subordination Agreement" shall mean the Subordination Agreement to be executed
      by Borrower and the Operating Manager concurrently with the execution of the
      Management Agreement, pursuant to which the Management Agreement and the
      Management Fees payable thereunder are subordinated to the Bank Facilities
      and
      the Security Documentation, which shall be executed in favor of Agent Bank
      on
      behalf of the Lenders substantially in the form of the Subordination Agreement
      marked "Exhibit H", affixed hereto and by this reference incorporated
      herein and made a part hereof.

    


    "Margin
      Stock" shall have the meaning provided in Regulation U of the Board of Governors
      of the Federal Reserve System. 

    


    "Marketable
      Securities" shall mean stocks, bonds and other recognized brokerage account
      securities and equities for which there is open market trading on each business
      day or which can be liquidated for Cash within ninety (90) days.

    


    "Material
      Adverse Change" shall mean: (i) any set of circumstances or events which is
      material and adverse to the Collateral or the condition (financial or
      otherwise), business operations or prospects of (a) the Borrower taken as a
      whole, or (b) the ability of Borrower to perform its Obligations under the
      Loan Documents, or (c) the ability of Agent Bank or any Lender to
      enforce any of its material rights or remedies under any of the Loan Documents,
      or (ii) any event or change which has or results in a material adverse
      effect upon (a) the validity or priority of any of the Loan Documents, or
      (b) the use, occupancy or operation of the Casino Facility.

    


    "Maturity
      Date" shall mean the fifth (5th)
      annual
      anniversary of the Term Out Date. 

    


    "Maximum
      RLC Availability" shall mean the Aggregate RLC Commitment less the Funded
      RLC Outstandings less the aggregate L/C Exposure.

    


    "Net
      Income" shall mean with respect to any Person for any fiscal period, the net
      income of such Person during such fiscal period determined in accordance with
      GAAP.

    


    "Net
      Proceeds" shall mean the aggregate cash proceeds received by the Borrower in
      respect of any sale, transfer, conveyance or disposition of FF&E, net
      of the direct costs relating to such sale, transfer, conveyance or disposition
      of FF&E, amounts required to be applied to the repayment of Indebtedness
      secured by a Lien on the asset or assets that were the subject of such sale,
      transfer, conveyance or disposition of FF&E, any reserve for adjustment in
      respect of the sale price of such FF&E or liabilities associated with such
      sale, transfer, conveyance or disposition of FF&E and retained by the
      Borrower 

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    and
      all
      Indebtedness assumed by the purchaser in connection with such sale, transfer,
      conveyance or disposition of FF&E and all taxes paid or payable as a result
      of such sale, transfer, conveyance or disposition.

    


    "Non
      Pro
      Rata Borrowing" means a Borrowing or Construction Disbursement with respect
      to
      which fewer than all Lenders have funded their respective Pro Rata Shares of
      such Borrowing or Construction Disbursement and the failure of the non-funding
      Lender or Lenders to fund its or their respective Pro Rata Shares of such
      Borrowing or Construction Disbursement constitutes a breach of this Credit
      Agreement.

    


    "Nonusage
      Fee" shall have the meaning ascribed to such term in Section 2.13(b) of this
      Credit Agreement.

    


    "Notes"
      shall mean collective reference to the Revolving Credit Note and the C/T
      Note.

    


    "Notice"
      shall
      have the meaning ascribed to such term in Section 11.03(b).

    


    "Notice
      of Borrowing" shall have the meaning set forth in Section 2.07.

    


    "Obligations"
      means, from time to time, all Indebtedness of Borrower owing to Agent Bank,
      any
      Lender or any Person entitled to indemnification pursuant to Section 5.14,
      or any of their respective successors, transferees or assigns, of every type
      and
      description, whether or not evidenced by any note, guaranty or other instrument,
      arising under or in connection with this Credit Agreement or any other Loan
      Document, whether or not for the payment of money, whether direct or indirect
      (including those acquired by assignment), absolute or contingent, due or to
      become due, now existing or hereafter arising and however acquired. The term
      includes, without limitation, all interest, charges, expenses, fees, reasonable
      attorneys' fees and disbursements, reasonable fees and disbursements of expert
      witnesses and other consultants, and any other sum now or hereinafter chargeable
      to Borrower under or in connection with Credit Agreement or any other Loan
      Document. Notwithstanding the foregoing definition of "Obligations", Borrower's
      obligations under any environmental indemnity agreement constituting a Loan
      Document, or any environmental representation, warranty, covenant, indemnity
      or
      similar provision in this Credit Agreement or any other Loan Document, shall
      be
      secured by the Collateral only to the extent, if any, specifically provided
      in
      the Security Documentation.

    


    "Occupancy
      Date" shall mean the date upon which Gilpin County, Colorado, issues a final
      or
      temporary Certificate of Occupancy for the use and occupancy of all of the
      public areas of the Construction Projects by the public.

    


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    "Opening
      Date" shall mean the date upon which the casino areas in the Casino Facility
      are
      open for use and occupancy by the public.

    


    "Operating
      Manager" shall mean Century Casinos Management, Inc., a Delaware corporation,
      who has been engaged by Borrower to manage the Casino Facility pursuant to
      the
      terms and provisions set forth in the Management Agreement.

     

    "Parking
      Garage Project" shall mean the pre-cast concrete structure to provide parking
      for approximately five hundred (500) cars to be located on the block adjacent
      to
      the Casino Project, to be connected to the Casino Project with an elevated
      pedestrian bridge over Spring Street.

    


    "Payment
      Subordination Agreement" shall mean the Payment Subordination Agreement to
      be
      executed by each Subordinated Debt Holder that intends to loan or advance any
      Subordinated Debt to Borrower following the Closing Date, which shall be
      executed in favor of Agent Bank on behalf of the Lenders prior to the date
      of
      incurrence of such Subordinated Debt in each case substantially in the form
      of
      the Payment Subordination Agreement marked "Exhibit E", affixed hereto and
      by
      this reference incorporated herein and made a part hereof.

    


    "Pension
      Plan" means any "employee pension benefit plan" that is subject to Title IV
      of
      ERISA and which is maintained for employees of Borrower or any of its
      Affiliates.

    


    "Permitted
      Encumbrances" shall mean, at any particular time: (i) liens for taxes,
      assessments or governmental charges not then due and payable or not then
      delinquent, (ii) statutory liens for labor and/or materials and liens for taxes,
      assessments or governmental charges the validity of which, in either instance,
      are being contested in good faith by Borrower by appropriate proceedings, and
      as
      provided in Sections 5.03 and 5.10 hereof, respectively, provided that, Borrower
      shall have maintained adequate reserves in accordance with GAAP for payment
      of
      same, (iii) liens created or contemplated by the Security Documentation,
      (iv) the liens, encumbrances and restrictions on the Real Property, FF&E and
      existing improvements which are shown as exceptions on Schedule B, Part I
      of the Title Insurance Policy to be issued by Title Insurance Company as of
      the
      Closing Date, (v) liens consented to in writing by Lenders, (vi) liens of
      legally valid leases for FF&E to the extent permitted under the Credit
      Agreement, (vii) purchase money security interests for FF&E up to the limits
      set forth in Section 6.05(d), (viii) easements, licenses or rights-of-way,
      hereafter granted to any Governmental Authority or public utility providing
      services to the Real Property and the Casino Facility, (ix) judgment liens,
      writs, warrants, levies, distraints, attachments and other similar process
      which
      do not constitute an Event of Default, and (x) the 

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    Management
      Agreement, so long as the Management Subordination Agreement remains in full
      force and effect. 

    


    "Person"
      means an individual, firm, corporation, limited liability company, trust,
      association, partnership, joint venture, tribunal or other entity.

    


    "Plans
      and Specifications" shall mean the plans and specifications for the development
      and construction of the Construction Projects prepared by the Architect and
      the
      Architect's consultants, as such plans and specifications may be amended from
      time to time. Said plans and specifications shall include, but not be limited
      to, all plans, maps, sketches, diagrams, surveys, drawings, specifications,
      lists, geotechnical reports, structural engineering calculations and all other
      engineering reports, data and plans prepared by the Architect and the
      Architect's consultants in connection with the structural and exterior
      components of the Construction Projects.

    


    "Platform"
      shall
      have the meaning ascribed to such term in Section 11.03(a).

    


    "Policies
      of Insurance" shall mean the insurance to be obtained and maintained by Borrower
      throughout the term of this Credit Agreement as provided by Section 5.09
      herein.

    


    "Post
      Foreclosure Plan" shall have the meaning set forth in
      Section 10.11(e).

    


    "Prime
      Rate" means at any time, and from time to time, the rate of interest most
      recently announced within WFB at its principal office in San Francisco,
      California, as its "Prime Rate", with the understanding that WFB's "Prime Rate"
      is one of its base rates and serves as the basis upon which effective rates
      of
      interest are calculated for those loans and extensions of credit making
      reference thereto, and is evidenced by the recording thereof after its
      announcement in such internal publication or publications as WFB may designate.
      Each change in the Prime Rate shall be effective on the day the change is
      announced within WFB.

     

    "Pro
      Rata
      Share" shall mean, with respect to any Lender, a percentage equal to such
      Lender's Syndication Interest in the Bank Facilities as set forth on the
      Schedule of Lenders' Proportions in Bank Facilities.

    


    "Protective
      Advance" means all sums expended as determined by Agent Bank to be necessary
      to:
      (a) protect the priority, validity and enforceability of the Security
      Documentation on, and security interests in, any Collateral and the instruments
      evidencing or securing the Obligations, or (b) prevent the value of any
      Collateral from being materially diminished (assuming the lack of such a payment
      within the necessary time frame could 

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    potentially
      cause such Collateral to lose value), or (c) protect any of the Collateral
      from being materially damaged, impaired, mismanaged or taken, including, without
      limitation, any amounts expended in accordance with Section 11.20 or
      post-foreclosure ownership, maintenance, operation or marketing of any
      Collateral.

    


    "Qualified
      Appraisal" shall mean reference to an updated appraisal of the Casino Facility
      and Collateral, acceptable to Lenders, prepared at Borrower's expense in
      compliance with FIRREA by an appraiser acceptable to Agent Bank.

    


    "R/C
      Principal Prepayments" shall have the meaning set forth in
      Section 2.12(a).

    


    "Real
      Property" shall mean the real property which is more particularly described
      on
      that certain exhibit marked "Exhibit L", affixed hereto and by this
      reference incorporated herein and made a part hereof. 

    


    "Related
      Entities" shall mean collective reference to all members, employees, Affiliates
      and Subsidiaries of the Borrower.

    


    "Related
      Receivables" shall mean the aggregate amount of all accounts receivable, notes
      receivable, obligations, debts and other sums owing to Borrower from Related
      Entities.

    


    "Reportable
      Event" shall mean any of the events described in Section 4043(b) of ERISA,
      other than an event for which the thirty (30) day notice requirement is waived
      by regulations.

    


    "Requisite
      Lenders" means, as of any date of determination prior to the occurrence of
      an
      Event of Default, Lenders holding Syndication Interests equal to or in excess
      of
      sixty-six and two-thirds percent (66-2/3%) of the Bank Facilities; and at all
      times during which an Event of Default has occurred and remains continuing,
      Lenders holding a percentage equal to or in excess of sixty-six and two-thirds
      percent (66-2/3%) of the Aggregate Outstandings; provided that,
      (i) in
      determining such percentage at any given time, all then existing Defaulting
      Lenders will be disregarded and excluded and the Pro Rata Shares of Lenders
      shall be redetermined, for voting purposes only, to exclude the Pro Rata Shares
      of such Defaulting Lenders, and (ii) notwithstanding the foregoing, at all
      times when two or more Lenders are party to this Credit Agreement, the term
      Requisite Lenders shall in no event mean less than two (2) Lenders.

    


    "Retainage"
      shall have the meaning ascribed to such term in Section 9.21.

    


    "Retainage
      Release Date" shall have the meaning set forth in Section 9.21.

    


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    "Revolving
      Credit Facility" shall mean the agreement of Lenders to establish and fund
      a
      revolving line of credit, including the L/C Facility, up to the amount of the
      Aggregate RLC Commitment, subject to the terms and conditions set forth in
      this
      Credit Agreement and the Revolving Credit Note.

    


    "Revolving
      Credit Note" shall mean the Revolving Credit Promissory Note, a copy of which
      is
      marked "Exhibit A", affixed hereto and by this reference incorporated
      herein and made a part hereof, to be executed by Borrower on the Closing Date,
      payable to the order of Agent Bank on behalf of the Lenders, evidencing the
      Revolving Credit Facility, as the same may be amended, modified, supplemented,
      replaced, renewed or restated from time to time.

    


    "Revolving
      Credit Period" shall mean the period commencing on the Closing Date and
      terminating on the Maturity Date.

    


    "Revolving
      Facility Termination" shall mean indefeasible payment in full of all sums owing
      under the Revolving Credit Note and each of the other Loan Documents relating
      to
      the Revolving Credit Facility and the irrevocable termination of the obligation
      of Lenders to advance Borrowings thereunder.

    


    "Schedule
      of Lenders' Proportions in Bank Facilities" shall mean the Schedule of Lenders'
      Proportions in Bank Facilities, a copy of which is marked
      "Schedule 2.01(a)", affixed hereto and by this reference incorporated
      herein and made a part hereof, setting forth the respective Syndication Interest
      and maximum amount to be funded under each of the C/T Loan and the Revolving
      Credit Facility by each Lender, as the same may be amended, modified or restated
      from time to time in connection with an Assignment and Assumption
      Agreement.

    


    "Schedule
      of Significant Litigation" shall mean the Schedule of Significant Litigation,
      a
      copy of which is set forth as Schedule 3.13(b), affixed hereto and by this
      reference incorporated herein and made a part hereof, setting forth the
      information described in Section 3.13(b) with respect to each Significant
      Litigation.

    


    "Scheduled
      Term Amortization Payments" shall mean the amount by which the C/T Loan is
      required to be reduced on each Term Payment Date as set forth on the C/T Loan
      Reduction Schedule.

    


    "Secured
      Interest Rate Hedge(s)" shall mean any Interest Rate Hedge entered into between
      a Borrower and any Lender, or Affiliate of any Lender, which is secured by
      the
      Security Documentation.

    


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    "Security
      Documentation" shall mean collective reference to the Deed of Trust, Assignment
      of Entitlements, Contracts, Rents and Revenues, the Financing Statements,
      Completion Guaranty, Assignment of Architect's Contract, Assignment of Casino
      General Contractor's Agreement, Assignment of Garage General Contractor's
      Agreement, Major Subcontractor Assignments and all other documents, instruments
      or agreements which are executed or delivered by or on behalf of Borrower,
      and
      accepted by Agent Bank, on behalf of the Lenders, as security for payment of
      the
      Bank Facilities. 

    


    "Senior
      Funded Debt" shall mean with reference to the Borrower for any period the Funded
      RLC Outstandings as of the last day of such period, plus the Funded C/T
      Outstandings as of the last day of such period, plus the total of both the
      long-term and current portions (without duplication) of all other interest
      bearing Indebtedness (including Contingent Liabilities, but excluding
      Subordinated Debt and accrued but unpaid Management Fees) and Capitalized Lease
      Liabilities, in each instance determined as of the last day of such Fiscal
      Period.

    


    "Senior
      Leverage Ratio" as of the end of any Fiscal Quarter shall mean the ratio
      resulting by dividing (a) Senior Funded Debt for the Fiscal Quarter under review
      by (b) the sum of Annualized EBITDAM determined as of the end of such Fiscal
      Quarter.

    


    "Significant
      Litigation" shall mean each action, suit, proceeding, litigation and controversy
      involving Borrower involving claims in excess of Five Hundred Thousand Dollars
      ($500,000.00) or which if determined adversely to the interests of any Borrower,
      would result in a Material Adverse Change.

    


    "Soft
      Costs" shall mean all costs which are shown in the Construction Budgets, other
      than Hard Costs, including, without limitation, the purchase of FF&E and
      other items outside the scope of the General Contractor Agreements.

    


    "Spaceleases"
      shall mean the executed leases and concession agreements pertaining to the
      Casino Facility, the Real Property, or any portion thereof, whether now existing
      or hereinafter entered into, wherein Borrower is the lessor, including, without
      limitation, those leases and concession agreements which are set forth on the
      Schedule of Spaceleases designated as Schedule 4.15, affixed hereto and by
      this reference incorporated herein and made a part hereof.

    


    "Stated
      Amount" shall mean the maximum amount which L/C Issuer may be required to
      disburse to the beneficiary(ies) of a Letter(s) of Credit under the terms
      thereof.

    


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    "Stated
      Expiry Date(s)" shall mean the date set forth on the face of a Letter(s) of
      Credit as the date when all obligations of L/C Issuer to advance funds
      thereunder will terminate, as the same may be extended from time to
      time.

    


    "Subcontractor(s)"
      means any person(s) or firm(s), other than an employee of either of the General
      Contractors, who is engaged by such General Contractor, Borrower or by another
      Subcontractor to furnish labor, material, analysis or other services with
      respect to a portion of the work, labor, materials and services to be provided:
      (i) for either of the General Contractors under one of the General Contractor
      Agreements, or (ii) for Borrower or another Subcontractor for work, labor,
      materials and services not included in the General Contractor
      Agreements.

    


    "Subordinated
      Debt" shall mean collective reference to (i) the CCI Subordinated Note,
      (ii) the CCVLLC Subordinated Note, and (iii) all other unsecured
      Indebtedness, owing by Borrower to a Subordinated Debt Holder which:
      (a) has been first approved in writing by Agent Bank, (b) has been
      structurally and contractually subordinated to the Bank Facilities prior to
      the
      incurrence of such Subordinated Debt by execution of a Payment Subordination
      Agreement by Borrower and the Subordinated Debt Holders in favor of Agent Bank
      on behalf of the Lenders, and (c) may only be used for providing working
      capital for the Casino Facility.

    


    "Subordinated
      Debt Holder(s)" shall mean reference to each Person or Persons who loan or
      advance funds to Borrower as Subordinated Debt.

    


    "Subordinated
      Notes" shall mean collective reference to the CCI Subordinated Note, the CCVLLC
      Subordinated Note and each other promissory note evidencing the repayment of
      Subordinated Debt.

    


    "Subsidiary"
      shall mean, on the date in question, any Person of which an aggregate of 50%
      or
      more of the stock of any class or classes (or equivalent interests) is owned
      of
      record or beneficially, directly or indirectly, by another Person and/or any
      of
      its Subsidiaries, if the holders of the stock of such class or classes (or
      equivalent interests) (a) are ordinarily, in the absence of contin-gencies,
      entitled to vote for the election of a majority of the directors (or individuals
      performing similar functions) of such Person, even though the right so to vote
      has been suspended by the happening of such a contingency, or (b) are entitled,
      as such holders, to vote for the election of a majority of the directors (or
      individuals performing similar functions) of such Person, whether or not the
      right so to vote exists by reason of the happening of a
      contingency.

    


    "Syndication
      Interest" shall mean the proportionate interest of each Lender in the Bank
      Facilities as set forth on the Schedule of Lenders' Proportions in Bank
      Facilities, as the same may be amended or restated from time to
      time.

    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    "Tax
      Distribution" shall mean a Distribution made by Borrower to its members to
      enable such members to pay taxes on the Net Income of Borrower which shall
      not
      exceed the actual tax liability of such member and in no event exceed the
      maximum tax rate applicable to such member.

    


    "Taxes"
      shall have the meaning set forth in Section 2.15.

    


    "Term
      Out
      Date" shall mean the earlier to occur of (i) the Completion Date, and
      (ii) the Construction Completion Deadline.

    


    "Term
      Payment Date" shall mean the end of each and every Fiscal Quarter commencing
      on
      the last day of the first (1st)
      full
      Fiscal Quarter following the Term Out Date and continuing through the Maturity
      Date.

    


    "Term
      Period" shall mean the period commencing on the Term Out Date, and terminating
      on the Maturity Date.

    


    "Title
      Insurance Company" shall mean First American Heritage Title Company, with
      offices located at 1600 Stout Street, Suite 800, Denver, Colorado, as the
      issuing agent for First American Title Insurance Company, together with such
      reinsurers with direct access as are requested by Agent Bank or other title
      insurance company or companies as may be reasonably acceptable to Agent Bank.
      

    


    "Title
      Insurance Policy" shall mean the ALTA Extended Coverage Lenders Policy of Title
      Insurance, and the endorsements thereto, which are to be issued by the Title
      Insurance Company, as of the Closing Date, in the amount of Thirty-Five Million
      Dollars ($35,000,000.00) in favor of Agent Bank, insuring the Deed of Trust
      as a
      first priority mortgage lien encumbering the Real Property therein described
      subject only to the exceptions shown therein in Schedule B, Part One,
      together with all such endorsements thereto as are required by Agent Bank,
      all
      in accordance with the Closing Instructions.

    


    "Total
      Funded Debt" shall mean with reference to the Borrower for any period the Funded
      RLC Outstandings and L/C Exposure as of the last day of such period, plus the
      Funded C/T Outstandings as of the last day of such period, plus the total as
      of
      the last day of such period of both the long-term and current portions (without
      duplication) of all other Indebtedness (including Contingent Liabilities, and
      all Indebtedness owing to the Subordinated Lenders under the Subordinated Debt
      but excluding accrued but unpaid Management Fees) and Capitalized Lease
      Liabilities.

    


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    "Total
      Leverage Ratio" as of the end of any Fiscal Quarter shall mean the ratio
      resulting by dividing (a) Total Funded Debt for the Fiscal Quarter under review
      by (b) the sum of Annualized EBITDAM determined as of the end of such Fiscal
      Quarter.

    


    "Unsuitable
      Lender" shall have the meaning set forth in Section 11.10(d).

    


    "WFB"
      shall mean Wells Fargo Bank, National Association.

     

    Section
      1.02.  Interpretation
      and Construction.
      In this
      Credit Agreement, unless the context otherwise requires:

     

    (a) Articles
      and Sections mentioned by number only are the respective Articles and Sections
      of this Credit Agreement as so numbered;

    


    (b) Words
      importing a particular gender mean and include every other gender, and words
      importing the singular number mean and include the plural number and
vice
      versa;

    


    (c) All
      times
      specified herein, unless otherwise specifically referred, shall be the time
      in
      San Francisco, California;

    


    (d) Any
      headings preceding the texts of the several Articles and Sections of this Credit
      Agreement, and any table of contents or marginal notes appended to copies
      hereof, shall be solely for con-venience of reference and shall not constitute
      a
      part of this Credit Agreement, nor shall they affect its meaning, construction
      or effect;

    


    (e) If
      any
      clause, definition, provision or Section of this Credit Agreement shall be
      determined to be apparently contrary to or conflicting with any other clause,
      definition, provision or Section of this Credit Agreement then the clause,
      definition, provision or Section containing the more specific provisions shall
      control and govern with respect to such apparent conflict. The parties hereto
      do
      agree that each has con-tributed to the drafting of this Credit Agreement and
      all Loan Documents and that the provisions herein contained shall not be
      construed against either Borrower or Lenders as having been the person or
      persons responsible for the preparation thereof;

    


    (f) The
      terms
      "herein", "hereunder", "hereby", "hereto", "hereof" and any similar terms as
      used in the Credit Agreement refer to this Credit Agreement; the term
      "heretofore" means before the date of execution of this Credit Agreement; and
      the term "hereafter" means after the date of the execution of this Credit
      Agreement; 

    


    (g) All
      accounting terms used herein which are not otherwise specifically defined shall
      be used in accordance with GAAP;

    


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    (h) If
      any
      clause, provision or Section of this Credit Agreement shall be ruled invalid
      or
      unenforceable by any court of competent jurisdiction, such holding shall not
      invalidate or render unenforceable any of the remaining provisions hereof;
      and

    


    (i) Each
      reference to this Credit Agreement or any other Loan Document or any of them,
      as
      used in this Credit Agreement or in any other Loan Document, shall be deemed
      a
      reference to this Credit Agreement or such Loan Document, as applicable, as
      the
      same may be amended, modified, supplemented, replaced, renewed or restated
      from
      time to time.

    Section
      1.03.  Use
      of
      Defined Terms.
      Unless
      otherwise defined or the context otherwise requires, terms for which meanings
      are provided in this Credit Agreement shall have such meanings when used in
      the
      C/T Note, Revolving Credit Note and in each Loan Document and other
      communication delivered from time to time in connection with this Credit
      Agreement or any other Loan Document.

     

    Section
      1.04.  Cross-References.
      Unless
      otherwise specified, references in this Credit Agreement and in each other
      Loan
      Document to any Article or Section are references to such Article or Section
      of
      this Credit Agreement or such other Loan Document, as the case may be, and,
      unless otherwise specified, references in any Article, Section or definition
      to
      any clause are references to such clause of such Article, Section or
      definition.

     

    Section
      1.05.  Exhibits
      and Schedules.
      All
      Exhibits and Schedules to this Credit 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.

     

     

    ARTICLE
      II  

     

    AMOUNT
      AND TERMS OF THE C/T LOAN

     

    Section
      2.01.  The
      C/T Loan.

     

    a.  Subject
      to the conditions and upon the terms hereinafter set forth and in accordance
      with the terms and provisions of the C/T Note, Lenders severally agree in the
      proportions set forth on the Schedule of Lenders' Proportions in Bank
      Facilities, marked Schedule 2.01(a) attached hereto and by this reference
      incorporated herein and made a part hereof, to lend and advance Construction
      Disbursements to Borrower in such amounts as Borrower may request by
      Construction Disbursement Request during the Construction Period duly executed
      by an Authorized Officer and delivered to Agent Bank from time to time, together
      with all other requirements as provided in Section 2.04 and Article IX.
      Provided, however, that on the 

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

       

      Term
        Out
        Date, at Borrower's option, either (i) any principal remaining undisbursed
        under the C/T Loan shall be advanced toward reduction of the outstanding
        principal of the Revolving Credit Facility, or (ii) Borrower shall use Cash
        to reduce the Revolving Credit Facility by an amount equal to the principal
        remaining undisbursed under the C/T Loan.

    

     

    b.  Borrower
      may not reborrow any amounts repaid or prepaid on the C/T Loan. Borrower shall
      use the proceeds of the C/T Loan (i) to finance, construct, furnish and
      equip the Construction Projects, (ii) to pay other costs and expenses
      permitted herein related to the financing (including the payment of any interest
      due under the terms of the Credit Agreement), furnishing, equipping and
      construction of the Construction Projects, and otherwise as contemplated or
      permitted herein for the Construction Projects, and as more particularly
      described in the Construction Budgets, (iii) to finance the cost of Gaming
      Devices and associated equipment, (iv) to refinance the Existing Bank Debt,
      (v) to finance pre-opening and transaction costs, including obligations up
      to the cumulative aggregate amount of One Million Dollars ($1,000,000.00) in
      consideration for advisory services rendered in connection with the Construction
      Projects and the financing of the Construction Projects, and (vi) to pay
      the amounts due to CCVLLC upon "Commencement of Construction" as used in the
      Contribution Agreement up to the maximum amount of One Million Dollars
      ($1,000,000.00).

     

    Section
      2.02.  Term
      of C/T Loan.
      The C/T
      Loan shall be for a term commencing on the Closing Date and terminating on
      the
      Maturity Date, on which date the entire outstanding balance of the C/T Loan
      shall be fully paid and Bank Facilities Termination shall occur. In no event
      shall any Lender be liable to fund any amounts under the C/T Loan in excess
      of
      its respective Syndication Interest in any Construction
      Disbursement.

     

    Section
      2.03.  The
      C/T Note, Interest Rate, Scheduled Amortization and Excess Cash Flow
      Payments.

     

    a.  The
      C/T
      Loan shall be evidenced by the C/T Note dated as of the Closing Date and shall
      bear interest and be due and payable to Agent Bank on behalf of the Lenders
      as
      provided therein, a copy of which is marked "Exhibit A", affixed hereto and
      by this reference incorporated herein and made a part hereof as though fully
      set
      forth verbatim. Agent Bank shall record the date and amount of each Construction
      Disbursement advanced by the Lenders, and the amount of each repayment of
      principal made thereunder by Borrower and the entry of such records shall be
      conclusive absent manifest error; provided, however, the failure to make such
      a
      record or notation with respect to any Construction Disbursement or repayment
      thereof, or an error in making such a record or notation, shall not limit or
      otherwise affect the obligations of Borrower hereunder or under the C/T
      Note.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    b.  Interest
      shall accrue on the entire outstanding principal balance of the C/T Loan at
      the
      Agreed Rate. Interest accrued on the unpaid principal balance of the C/T Loan
      shall be due and payable on the first day of each and every calendar month
      and
      on the Maturity Date.

     

    c.  Each
      determination of the applicable Agreed Rate shall be conclusive and binding
      upon
      the Borrower, in the absence of manifest or demonstrable error. The Agent Bank
      shall, on no less than a monthly basis, deliver to Borrower an invoice statement
      showing the payment due and the computations used by the Agent Bank in
      determining the Agreed Rate hereunder. Computation
      of interest on the C/T Loan shall be calculated on the basis of a year of three
      hundred sixty (360) days and the actual number of days elapsed.

     

    d.  Commencing
      on the last day of the first full Fiscal Quarter following the Term Out Date
      and
      continuing on the last day of each and every Fiscal Quarter thereafter until
      the
      Maturity Date, the Scheduled Term Amortization Payments shall be made in the
      amounts and on the Term Payment Dates as set forth on the C/T Loan Reduction
      Schedule, Schedule 2.03(d) affixed hereto.

     

    e.  In
      addition to the Scheduled Term Amortization Payments, during the Term Period
      Borrower shall pay on or before the sixtieth (60th)
      calendar day following each Fiscal Quarter end, commencing on the sixtieth
      (60th)
      calendar day following the first full Fiscal Quarter following the Term Out
      Date, an amount equal to fifty percent (50.0%) of the amount of Excess Cash
      Flow
      realized by Borrower during such Fiscal Quarter (in each case an "Excess Cash
      Flow Payment"). Provided, however, notwithstanding the foregoing, no Excess
      Cash
      Flow Payment shall be required for any Fiscal Quarter in which Borrower realizes
      as of the end of such Fiscal Quarter a Senior Leverage Ratio less than 2.50
      to
      1.00.

     

    f.  All
      principal prepayments, including Excess Cash Flow Payments, Capital Proceeds
      applied to the C/T Loan under Section 8.02(a) and Excess Capital Proceeds
      under Section 6.12(c) received by Agent Bank shall be applied to the last
      principal sums falling due under the C/T Loan in the inverse order of
      maturity.

     

    Section
      2.04.  Construction
      Disbursements.

     

    a.  Subject
      to the conditions and upon the terms hereinafter set forth and in accordance
      with the terms and provisions of the C/T Note, during the Construction Period
      Lenders severally agree to advance Construction Disbursements to Borrower in
      proportion to their respective Syndication Interests in such amounts as Borrower
      may request from time to time by Construction Disbursement Request, so long
      as
      Borrower is in full compliance with each of the requirements and conditions
      precedent set forth in Articles III B and IX of this Credit Agreement. Provided,
      however, 

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

       

      upon
        the
        consent of the Requisite Lenders, Lenders shall advance Construction
        Disbursements notwithstanding the existence of less than full compliance
        with
        the requirements of Article III B or Article IX and Construction
        Disbursements so made shall be deemed to have been made pursuant to this
        Credit
        Agreement.

    

     

    b.  Each
      Lender's obligation to advance Construction Disbursements in the proportionate
      amount of its Pro Rata Share is several, and not joint or joint and several.
      The
      failure of any Lender to perform its obligation to advance a Construction
      Disbursement in a proportionate amount of such Lender's Pro Rata Share will
      not
      relieve any other Lender of its obligation hereunder to advance such
      Construction Disbursement in the amount of such other Lender's Pro Rata
      Share.

     

    ARTICLE
      II B

    


    AMOUNT
      AND TERMS OF THE REVOLVING CREDIT FACILITY

     

    Section
      2.05.  The
      Revolving Credit Facility.
      

     

    a.  Subject
      to the conditions and upon the terms hereinafter set forth and in accordance
      with the terms and provisions of the Revolving Credit Note, on and after the
      Closing Date Lenders severally agree in the proportions set forth on the
      Schedule of Lenders' Proportions in Bank Facilities to lend and advance
      Borrowings to Borrower, up to the Aggregate Commitment in the initial amount
      of
      Two Million Five Hundred Thousand Dollars ($2,500,000.00), the Closing
      Disbursements on the Closing Date and such amounts as Borrower may request
      by
      Notice of Borrowing duly executed by an Authorized Officer and delivered to
      Agent Bank from time to time as provided in Section 2.07, or at the request
      of Agent Bank pursuant to Section 2.10.

     

    b.  Subject
      to the uses and purposes set forth in Section 2.06, on and after the Closing
      Date Borrower may borrow, repay and reborrow the Available RLC Borrowings up
      to
      the Aggregate RLC Commitment from time to time. The Revolving Credit Facility
      shall be for a term commencing on the Closing Date and terminating on the
      Maturity Date, on which date the entire outstanding balance of the Revolving
      Credit Facility shall be fully paid and Bank Facilities Termination shall occur.
      In no event shall any Lender be liable to fund any amounts under the Revolving
      Credit Facility in excess of its respective Syndication Interest in any
      Borrowing.

     

    Section
      2.06.  Use
      of
      Proceeds of the Revolving Credit Facility.
      Available RLC Borrowings shall be used for the purposes of:

     

    a.  On
      the
      Closing Date:

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    (i)  To
      the
      extent not paid from the proceeds of the C/T Loan, paying in full all fees
      due
      Agent Bank as set forth in the Fee Side Letter, the reasonable costs, fees
      and
      expenses of Title Insurance Company incurred in connection with the issuance
      of
      the Title Insurance Policy, the costs, fees and expenses of the attorneys for
      Borrower and the reasonable costs, fees and expenses of Henderson & Morgan,
      LLC, attorneys for Agent Bank, and associate counsel and insurance consultants
      retained by them incurred to the Closing Date; provided, however, that Borrower
      shall not be responsible for the attorneys' fees and other costs incurred by
      the
      Lenders, other than with respect to the attorneys for Agent Bank as described
      above.

     

    b.  Subsequent
      to the Closing Date, to the extent not paid from the proceeds of the C/T
      Loan:

     

    (i)  financing
      pre-opening and transaction costs (including obligations up to the cumulative
      aggregate amount of One Million Dollars ($1,000,000.00) in consideration for
      advisory services rendered in connection with the Construction Projects and
      the
      financing of the Construction Projects);

     

    (ii)  funding
      working capital needs of the Borrower relating to the Casino
      Facility;

     

    (iii)  funding
      ongoing Capital Expenditure requirements of the Borrower relating to the Casino
      Facility; and

     

    (iv)  for
      general corporate purposes of the Borrower.

     

     

    Section
      2.07.  Notice
      of Borrowings.

     

    a.  An
      Authorized Officer shall give Agent Bank, no later than 11:00 a.m. on any
      Banking Business Day at Agent Bank's office specified in Section 2.07, at least
      one (1) full Banking Business Day prior written notice in the form of the Notice
      of Borrowing ("Notice of Borrowing"), a copy of which is marked
      "Exhibit C", affixed hereto and by this reference incorporated herein and
      made a part hereof, for each proposed Borrowing, specifying the date and amount
      of each proposed Borrowing. Agent Bank shall give prompt notice of each Notice
      of Borrowing to Lenders of the amount to be funded and specifying the Funding
      Date. Not later than 11:00 a.m. on the Funding Date specified, each Lender
      shall
      disburse to Agent Bank the Pro Rata Share of the amount to be advanced by each
      such Lender in lawful money of the United 

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

       

      States
        of
        America and in immediately available funds. Agent Bank shall make the proceeds
        of such fundings received by it on or before 11:00 a.m. from the Lenders
        available to Borrower by depositing, prior to 1:00 p.m. on the day so received
        (but not prior to the Funding Date), the amounts received from the Lenders
        in
        the Designated Deposit Account maintained with Agent Bank. No Borrowing may
        exceed the Available Borrowings. Each Borrowing shall be in a minimum amount
        of
        Two Hundred Fifty Thousand Dollars ($250,000.00) and additional amounts in
        excess of Two Hundred Fifty Thousand Dollars ($250,000.00) shall be in
        increments of One Hundred Thousand Dollars ($100,000.00) or such lesser amount
        as equals the Maximum RLC Availability. Borrower shall be entitled to no
        more
        than five (5) Borrowings during each calendar month, exclusive of Borrowings
        made for the sole purpose of funding repayment of an L/C Reimbursement
        Obligation.

    

     

    b.  The
      failure of any Lender to fund its Pro Rata Share of any Borrowing on any Funding
      Date shall neither relieve any other Lender of any obligation hereunder to
      fund
      its Pro Rata Share of such Borrowing on such Funding Date nor relieve such
      Lender which has failed to fund its Pro Rata Share of its obligations to
      Borrower hereunder. No Lender shall be responsible for the failure of any other
      Lender to fund its Pro Rata Share of such Borrowing on any Funding Date nor
      shall any Lender be responsible for the failure of any other Lender to perform
      its respective obligations hereunder. The provisions set forth in
      Section 11.10(d) shall be applicable to a Defaulting Lender to the same
      extent as if such Defaulting Lender was found to be an Unsuitable
      Lender.

     

    Section
      2.08.  Conditions
      of Borrowings.
      Borrowings will only be made so long as Borrower is in full compliance with
      each
      of the requirements and conditions precedent set forth in
      Article III B of this Credit Agreement, other than Borrowings made at
      the request of Agent Bank for the purpose of funding repayment of L/C
      Reimbursement Obligations as hereinafter provided. Provided, however, upon
      the
      consent of Requisite Lenders, Lenders shall advance Borrowings notwithstanding
      the existence of less than full compliance with the requirements of Article
      III
      B and Borrowings so made shall be deemed to have been made pursuant to this
      Credit Agreement.

     

     

    Section
      2.09.  The
      Revolving Credit Note and Interest Rate.

     

     

    a.  The
      Revolving Credit Facility shall be further evidenced by the Revolving Credit
      Note dated as of the Closing Date payable to the order of Agent Bank on behalf
      of the Lenders as provided herein, a copy of which is marked "Exhibit B",
      affixed hereto and by this reference incorporated herein and made a part hereof.
      Agent Bank shall record manually or electronically the date and amount of each
      Borrowing advanced by the Lenders, and the amount of each repayment of principal
      made thereunder by Borrower and the entry of such records shall be conclusive
      absent 

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

       

      manifest
        or demonstrable error; provided, however, the failure to make such a record
        or
        notation with respect to any Borrowing or repayment thereof, or an error
        in
        making such a record or notation, shall not limit or otherwise affect the
        obligations of Borrower hereunder or under the Revolving Credit
        Note.

    

     

    b.  Interest
      shall accrue on the entire outstanding principal balance of the Revolving Credit
      Facility at a rate per annum equal to the Agreed Rate. Interest accrued on
      the
      Funded RLC Outstandings shall be due and payable on the first (1st)
      Banking
      Business Day of the month following the Closing Date, on the first
      (1st)
      Banking
      Business Day of each successive month thereafter, and on the Maturity
      Date.

     

    c.  The
      applicable Agreed Rate shall be determined by the Agent Bank, and notice thereof
      shall be given promptly to Borrower and Lenders. Each determination of the
      applicable Agreed Rate shall be conclusive and binding upon the Borrower, in
      the
      absence of manifest or demonstrable error. The Agent Bank shall, upon written
      request of Borrower or any Lender, promptly deliver to Borrower or such Lender,
      as the case may be, a statement showing the computations used by the Agent
      Bank
      in determining any rate hereunder.

     

    d.  Computation
      of interest on the Revolving Credit Facility shall be calculated on the basis
      of
      a year of three hundred sixty (360) days and the actual number of days elapsed.
      The applicable Prime Rate shall be effective the same day as a change in the
      Prime Rate is announced by WFB as being effective.

     

    Section
      2.10.  Issuance
      of Letters of Credit.

     

    a.  Any
      Authorized Officer of Borrower may from time to time following the Closing
      Date
      request that a Standby Letter of Credit be issued by delivering to L/C Issuer
      (with a copy to the Agent Bank) on a Banking Business Day, at least five (5)
      Banking Business Days prior to the date of such proposed issuance, an L/C
      Agreement in L/C Issuer's then standard form (consistent with the terms of
      the
      Credit Agreement), completed to the satisfaction of L/C Issuer and such other
      certificates as the L/C Issuer may reasonably request; provided, however, that
      no Letter of Credit shall be issued (a) if any Default or Event of Default
      has
      occurred and remains continuing, or (b) if after giving effect to the
      issuance thereof, the aggregate Stated Amount of outstanding Letters of Credit
      would exceed One Million Dollars ($1,000,000.00), or (c) the Stated Amount
      of the requested Letter of Credit exceeds the then Available RLC Borrowings.
      Each Letter of Credit shall be issued by the L/C Issuer on the Banking Business
      Day specified in the Borrower's application therefor. Each request for a Letter
      of Credit and each Letter of Credit shall be subject to the Uniform Customs
      and
      Practice for Documentary Credits, International Chamber of Commerce Publication
      New 1994 Revision No. 500, or any successor publication then in effect. Each
      Letter of Credit will be issued for a term not greater than one (1) year and
      shall not 

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

       

      include
        any provision for automatic renewal. In no event shall any Letter of Credit
        provide for the reinstatement of the Stated Amount thereof upon reimbursement
        or
        otherwise. In no event shall any Letter of Credit have a Stated Expiry Date
        later than thirty (30) days prior to the Maturity Date. Promptly after receipt
        of each request for the issuance of a Letter of Credit and immediately prior
        to
        the issuance thereof, L/C Issuer shall obtain telephonic verification from
        Agent
        Bank that the amount of such request does not exceed the then Available RLC
        Borrowings. The L/C Issuer shall promptly notify the Agent Bank of the aggregate
        L/C Exposure of outstanding Letters of Credit each time there is a change
        therein.

    

     

    b.  Upon
      presentation of a draft drawn under any Letter of Credit, L/C Issuer shall
      promptly notify the Agent Bank and Borrower of the amount under such draft
      and
      the date upon which such draft is to be funded. On or before two (2) Banking
      Business Days following such notice (unless Borrower has made other arrangements
      acceptable to the L/C Issuer to pay the amount of such draft in full), Borrower
      shall advance to L/C Issuer the amount of such draft from Borrower's available
      funds or shall request a Borrowing under the Revolving Credit Facility in an
      amount sufficient to pay the amount of such draft in full. The Agent Bank,
      upon
      receipt of such funds from the Lenders, shall automatically provide such amount
      to the L/C Issuer for payment of the amount of such draft and the balance of
      the
      Borrowing shall be deposited in immediately available funds to the Designated
      Deposit Account. In the event Borrower fails to advance to L/C Issuer the amount
      of such draft from Borrower's available funds or to request a Borrowing within
      two (2) Banking Business Days from receipt of the notice as specified above,
      on
      the third (3rd) Banking Business Day following Agent Bank's receipt of such
      notice, Agent Bank shall, without notice to or consent of the Borrower and
      without regard to any other conditions precedent for the making of Borrowings
      under the Revolving Credit Facility, cause a Borrowing to be made and funded
      by
      the Lenders under the Revolving Credit Facility and Lenders agree to fund their
      respective Pro Rata Share of such Borrowing in the amount necessary to pay
      the
      amount of such draft in full. Upon the occurrence of any Event of Default,
      L/C
      Issuer shall, without notice or further authorization or consent of Borrower
      whatsoever, be authorized to immediately cause the Cash Collateral Account
      to be
      established and funded by Lenders with a Borrowing advanced to Agent Bank equal
      to the aggregate amount of the L/C Exposure then outstanding. All amounts held
      by L/C Issuer in the Cash Collateral Account shall be held as security for
      the
      repayment of any L/C Reimbursement Obligation thereafter arising pursuant to
      the
      terms of the L/C Agreement(s) and the Cash Collateral Pledge Agreement.
      Borrowings advanced by Lenders to pay drafts drawn upon or to secure repayment
      of the L/C Exposure under Letters of Credit pursuant to this subsection shall:
      (i) constitute Borrowings under the Revolving Credit Facility and
      (ii) be subject to all of the provisions of this Credit Agreement
      concerning Borrowings under the Revolving Credit Facility, except that such
      Borrowings shall be made upon demand of the Agent Bank as set forth above rather
      

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

       

      than
        upon
        Notice of Borrowing by Borrower and shall be made, notwithstanding anything
        in
        this Credit Agreement to the contrary, without regard to any other conditions
        precedent to the making of Borrowings under the Credit Agreement and
        notwithstanding any Default or Event of Default thereunder. All amounts paid
        by
        L/C Issuer on a draft drawn under any Letter of Credit which has not been
        funded
        or concurrently reimbursed by Borrower or through a Borrowing as provided
        hereinabove, shall bear interest at the Agreed Rate until repaid or reimbursed
        to L/C Issuer.

    

     

    c.  In
      the
      event Agent Bank fails or is restrained, prohibited or restricted from causing
      a
      Borrowing to be made as provided in (b) above or Lenders are restrained,
      prohibited or restricted from funding a Borrowing as provided in (b) above,
      or
      L/C Issuer is restrained, prohibited or restricted from using the proceeds
      held
      in the Cash Collateral Account to fund any draft drawn under any Letter of
      Credit, the L/C Issuer may by written notice given to Agent Bank not later
      than
      11:00 a.m. on any Banking Business Day require the Lenders to acquire
      participations on the next Banking Business Day in the subject L/C Reimbursement
      Obligation. Such notice shall specify the aggregate amount of the L/C
      Reimbursement Obligation in which Lenders will participate. Promptly upon
      receipt of such notice, Agent Bank will give notice thereof to each Lender,
      specifying in such notice such Lender’s applicable Pro Rata Share percentage of
      such L/C Reimbursement Obligation. Each Lender hereby absolutely and
      unconditionally agrees, upon receipt of notice as provided above, to pay to
      Agent Bank , for the account of the L/C Issuer, such Lender’s Pro Rata Share of
      such L/C Reimbursement Obligation. Each Lender acknowledges and agrees that
      its
      obligation to acquire participations in the L/C Reimbursement Obligation
      pursuant to this paragraph is absolute and unconditional and shall not be
      affected by any circumstance whatsoever, including the occurrence and
      continuance of a Default or an Event of Default, and that each such payment
      shall be made without any offset, abatement, withholding or reduction whatsoever
      (provided that such payment shall not cause the unpaid balance of principal
      owing to such Lender under the Bank Facilities to exceed such Lender’s
      Syndication Interest in the Bank Facilities). Each Lender shall comply with
      its
      obligation under this paragraph by wire transfer of immediately available funds,
      in the same manner as provided in Section 2.07 with respect to Borrowings
      made by such Lender, and Agent Bank shall promptly pay to the L/C Issuer the
      amounts so received by it from the Lenders. Agent Bank shall notify Borrower
      of
      any participations in any L/C Reimbursement Obligation acquired pursuant to
      this
      paragraph, and thereafter payments in respect of such L/C Reimbursement
      Obligation shall be made to Agent Bank and not to the L/C Issuer. Any amounts
      received by the L/C Issuer from Borrower (or other party on behalf of Borrower)
      in respect of any L/C Reimbursement Obligation after receipt by the L/C Issuer
      of the proceeds of a sale of participations therein shall be promptly remitted
      to Agent Bank; any such amounts received by Agent Bank shall be promptly
      remitted by Agent Bank to the Lenders that shall have made their payments
      pursuant to this paragraph and to the L/C Issuer, as their interests may


     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

       

      appear.
        The purchase of participations in any L/C Reimbursement Obligation pursuant
        to
        this paragraph shall not relieve Borrower of any default in the payment
        thereof.

    

     

    d.  Each
      Lender's obligation to advance Borrowings or purchase a participation interest
      in the proportionate amount of its Syndication Interest in the Revolving Credit
      Facility of any unreimbursed amounts outstanding under any L/C Reimbursement
      Obligation pursuant hereto is several, and not joint or joint and several.
      The
      failure of any Lender to perform its obligation to advance a Borrowing or
      purchase a participation interest in a proportionate amount of such Lender's
      Syndication Interest of any unreimbursed amounts outstanding under any L/C
      Reimbursement Obligation will not relieve any other Lender of its obligation
      hereunder to advance such Borrowing in the amount of such other Lender's
      proportionate Syndication Interest of such amount, nor relieve the Lender which
      has failed to fund of its obligation to fund hereunder. The Borrower agrees
      to
      accept the Borrowings for payment of Letters of Credit as provided hereinabove,
      whether or not such Borrowings could have been made pursuant to the terms of
      Article III or any other section of the Credit Agreement.

     

    e.  Letters
      of Credit shall be used and issued for the benefit of Borrower for the general
      corporate purposes of Borrower relating to the Construction Projects and the
      Casino Facility.

     

     

    f.  The
      obligations of Borrower under this Credit Agreement and any L/C Agreement to
      reimburse L/C Issuer for a drawing under a Letter of Credit, and to repay any
      drawing under a Letter of Credit funded by any Borrowing under the Revolving
      Credit Facility, shall be unconditional and irrevocable, and shall be paid
      strictly in accordance with the terms of this Credit Agreement and each such
      other L/C Agreement under all circumstances, including the following: (i) any
      lack of validity or enforceability of this Credit Agreement or any L/C
      Agreement; (ii) the existence of any claim, setoff, defense or other right
      that
      Borrower may have at any time against any beneficiary or any transferee of
      any
      Letter of Credit (or any person for whom any such beneficiary or any such
      transferee may be acting), L/C Issuer or any other person, whether in connection
      with this Credit Agreement, the transactions contemplated hereby or by the
      L/C
      Agreement or any unrelated transaction; (iii) any draft, demand, certificate
      or
      other document presented under any Letter of Credit proving to be forged,
      fraudulent, invalid or insufficient in any respect or any statement therein
      being untrue or inaccurate in any respect; or any loss or delay in the
      transmission or otherwise of any document required in order to make a drawing
      under any Letter of Credit; or any defense based upon the failure of any drawing
      under a Letter of Credit to conform to the terms of the Letter of Credit or
      any
      non-application or misapplication by the beneficiary of the proceeds of such
      drawing; or (iv) any other circumstance or happening whatsoever, whether or
      not
      similar to any of the foregoing, including any other circumstance that might
      otherwise constitute a defense available to, or a discharge of, Borrower;
      provided, however, that neither Borrower nor any Lender shall be obligated
      to
      reimburse L/C 

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

       

      Issuer
        for any wrongful payment finally determined by a court of competent jurisdiction
        to have been made by L/C Issuer as a result of acts or omissions constituting
        willful misconduct or gross negligence on the part of L/C Issuer. To the
        extent
        that any provision of any L/C Agreement is inconsistent with the provisions
        of
        this Section 2.10, the provisions of this Section 2.10 shall
        control.

    

     

    ARTICLE
      II C

    


    SECURITY,
      FEES AND OTHER PROVISIONS OF THE BANK FACILITIES

     

    Section
      2.11.  Security
      for the Bank
      Facilities.
      The
      Security Documentation shall secure the due and punctual payment and performance
      of the terms and provisions of this Credit Agreement, the C/T Note, the
      Revolving Credit Note and all of the other Loan Documents. The Security
      Documentation required under Section 3.03 and Section 3.04 shall be executed
      and
      delivered to Agent Bank, on or before the Closing Date, by the respective
      parties to each of the Security Documentation and recorded and/or filed as
      required by the Closing Instructions.

     

    Section
      2.12.  Place
      and Manner of Payment.

     

    a.  All
      amounts payable by Borrower to the Lenders shall be made to Agent Bank on behalf
      of Lenders pursuant to the terms of this Credit Agreement and the Notes and
      shall be made on a Banking Business Day in lawful money of the United States
      of
      America and in immediately available funds. Other than in connection with:
      (i) principal payments which may be required to decrease the Funded RLC
      Outstandings and L/C Exposure to an amount equal to or less than the Aggregate
      RLC Commitment, or (ii) principal payments to increase the Available RLC
      Borrowings to an amount equal to or in excess of Construction Completion Costs
      as of any date of determination, Borrower shall not make repayments ("R/C
      Principal Prepayments") of the outstanding balance of principal owing under
      the
      Revolving Credit Note more frequently than three (3) such R/C Principal
      Prepayments during each calendar month. Each such R/C Principal Prepayment
      shall
      be in a minimum amount of One Hundred Thousand Dollars ($100,000.00) (or, if
      less, the outstanding principal amount of the Revolving Credit Facility) and
      in
      increments of Ten Thousand Dollars ($10,000.00) in excess thereof.

     

    b.  All
      such
      amounts payable by Borrower shall be made to Agent Bank at its office located
      at
      Wells Fargo Bank, Syndications Division, 201 Third Street, Eighth Floor,
      San Francisco, California 94103, or at such other address as may be directed
      in
      writing by Agent Bank from time to time and shall be designated as payments
      on
      the C/T Loan or the Revolving Credit Facility. If such payment is received
      by
      Agent Bank prior to 11:00 a.m., Agent Bank shall credit Borrower with such
      payment on the day so received and shall promptly disburse to the appropriate
      Lenders on the 

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

       

      same
        day
        the Pro Rata Share of payments relating to the C/T Loan or the Revolving
        Credit
        Facility, as applicable, in immediately available funds. If such payment
        is
        received by Agent Bank after 11:00 a.m., Agent Bank shall credit Borrower
        with
        such payment as of the next Banking Business Day and disburse to the Lenders
        on
        the next Banking Business Day such Pro Rata Share of such payment relating
        to
        the C/T Loan or the Revolving Credit Facility, as applicable, in immediately
        available funds. Any payment on the Bank Facilities made by Borrower to Agent
        Bank pursuant to the terms of this Credit Agreement for the account of Lenders
        shall constitute payment to the appropriate Lenders. If the C/T Loan or the
        Revolving Credit Note or any payment required to be made thereon or hereunder,
        is or becomes due and payable on a day other than a Banking Business Day,
        the
        due date thereof shall be extended to the next succeeding Banking Business
        Day
        and interest thereon shall be payable at the then applicable rate during
        such
        extension.

    

     

    c.  Unless
      the Agent Bank receives notice from an Authorized Officer prior to the date
      on
      which any payment is due to the Lenders that Borrower will not make such payment
      in full as and when required, the Agent Bank may assume that Borrower has made
      such payment in full to the Agent Bank on such date in immediately available
      funds and the Agent Bank may (but shall not be so required), in reliance upon
      such assumption, distribute to each Lender on such due date an amount equal
      to
      the amount then due such Lender. If and to the extent Borrower has not made
      such
      payment in full to the Agent Bank, each Lender shall repay to the Agent Bank
      on
      demand such amount distributed to such Lender, together with interest thereon
      at
      the Federal Funds Rate for each day from the date such amount is distributed
      to
      such Lender until the date repaid.

     

    d.  If,
      other
      than as expressly provided elsewhere herein, any Lender shall obtain any payment
      with respect to the Bank
      Facilities
      (whether
      voluntary, involuntary, through the exercise of any right of set-off, or
      otherwise) in excess of its Syndication Interest, such Lender shall immediately
      (a) notify the Agent Bank of such fact, and (b) purchase from the other
      Lenders such participations in the Bank
      Facilities
      as shall
      be necessary to cause such purchasing Lender to share the excess payment with
      each of them in proportion to their respective Syndication Interests;
provided,
      however, that if all or any portion of such excess payment is thereafter
      recovered from the purchasing Lender, such purchase shall to that extent be
      rescinded and each other Lender shall repay to the purchasing Lender the
      purchase price paid therefor, together with an amount equal to such paying
      Lender's ratable share (according to the proportion of (i) the amount of
      such paying Lender's required repayment to (ii) the total amount so
      recovered from the purchasing Lender) of any interest or other amount paid
      or
      payable by the purchasing Lender in respect of the total amount so recovered.
      Borrower agrees that any Lender so purchasing a participation from another
      Lender may, to the fullest extent permitted by law, exercise all its rights
      of
      payment with respect to such 

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

       

      participation
        as fully as if such Lender were the direct creditor of Borrower in the amount
        of
        such participation. The Agent Bank will keep records (which shall be conclusive
        and binding in the absence of manifest or demonstrable error) of each
        participation purchased under this section and will in each case notify the
        Lenders following any such purchases or repayments.

    

     

    Section
      2.13.  Fees.

     

    a.  On
      or
      before the Closing Date and on each other applicable date, Borrower shall pay
      to
      Agent Bank the fees as required in the Fee Side Letter, each of such fees to
      be
      retained by Agent Bank or distributed to Lenders as set forth in the Fee Side
      Letter.

     

    b.  Commencing
      on the Closing Date and continuing until the Term Out Date with respect to
      the
      C/T Loan and until the Maturity Date with respect to the Revolving Credit
      Facility, Borrower shall be obligated to pay a quarterly nonusage fee (the
      "Nonusage Fee") to the Agent Bank for the account of Lenders in the proportions
      of their respective Syndication Interests. The Nonusage Fee shall begin to
      accrue on the Closing Date and shall be calculated as of the last day of each
      Fiscal Quarter thereafter occurring as the product of (i) three-quarters of
      one percent (.75%) per annum, multiplied by (ii) as of the end of such
      Fiscal Quarter, the daily average during such Fiscal Quarter (except with
      respect to the Fiscal Quarter in which the Closing Date occurs, which shall
      be
      calculated with reference to the daily average during such Fiscal Quarter only
      for those number of days following the Closing Date) of the sum of: (A) the
      Aggregate RLC Commitment, less the daily average during such Fiscal Quarter
      of
      the Funded RLC Outstandings, plus (B) Thirty-Two Million Five Hundred Thousand
      Dollars ($32,500,000.00), less the daily average during such Fiscal Quarter
      of
      the Funded Term Outstandings, in each case determined on the basis of a three
      hundred sixty (360) day year. Each Nonusage Fee shall be payable in arrears
      on a
      quarterly basis on or before the fifth (5th)
      day
      following receipt by Borrower of an invoice from Agent Bank setting forth the
      amount of such Nonusage Fee for each applicable Fiscal Quarter, and upon
      termination of this Credit Agreement, whether at maturity, by acceleration
      or
      otherwise. Each Nonusage Fee shall be promptly distributed by Agent Bank to
      Lenders in proportion to their respective Syndication Interests in the Bank
      Facilities.

     

    c.  Concurrently
      with the issuance of each Letter of Credit, Borrower shall pay an issuance
      fee
      to the L/C Issuer ("L/C Fee") in an amount equal to the Stated Amount of each
      such Letter of Credit multiplied by two percent (2.0%) per annum, calculated
      on
      a per annum basis for the number of days elapsing from the issuance date to
      the
      Stated Expiry Date of each such Letter of Credit, but in no event shall the
      L/C
      Fee be less than Five Hundred Dollars ($500.00) for each Letter of Credit.
      From
      each L/C Fee the greater of Five Hundred Dollars ($500.00) or one quarter of
      one


     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

       

      percent
        (.25%) of the Stated Amount of each such Letter of Credit, calculated on
        a per
        annum basis as provided hereinabove, shall be retained by L/C Issuer for
        its own
        account and the balance of each L/C Fee shall be promptly distributed by
        Agent
        Bank to Lenders in proportion to their respective Syndication Interests in
        the
        Revolving Credit Facility. Fronting, amendment, transfer, negotiation and
        other
        fees shall also be payable by Borrower for the account of L/C Issuer, as
        determined in accordance with L/C Issuer's then current fee policy. All L/C
        Fees
        paid by Borrower are nonrefundable and shall be deemed fully earned upon
        issuance of the applicable Letter of Credit.

    

     

    Section
      2.14.  Late
      Charges and Default Rate.

     

    a.  If
      any
      payment due under the Notes is not paid within three (3) Banking Business Days
      after receipt by Borrower of written notice of such nonpayment from Agent Bank,
      Borrower promise to pay a late charge in the amount of four percent (4.0%)
      of
      the amount of such delinquent payment and Agent Bank need not accept any late
      payment made unless it is accompanied by such four percent (4%) late payment
      charge. Any late charge shall be paid to Lenders in proportion to their
      respective Syndication Interests. 

     

    b.  In
      the
      event of the existence of an Event of Default, commencing on the first (1st)
      Banking Business Day following the receipt by Borrower of written notice of
      the
      occurrence of such Event of Default from Agent Bank, the total of the unpaid
      balance of the principal and the then accrued and unpaid interest owing under
      the Notes shall commence accruing interest at a rate equal to four percent
      (4.0%) over the Applicable Rate otherwise applicable to such Revolving Credit
      Note (the "Default Rate") until all Events of Default which may exist have
      been
      cured, at which time the interest rate shall revert to the Applicable Rate
      otherwise accruing pursuant to the terms of such Notes.

     

    c.  In
      the
      event of the occurrence of an Event of Default, Borrower agrees to pay all
      reasonable costs of collection, including the reasonable attorneys' fees
      incurred by Agent Bank, in addition to and at the time of the payment of such
      sum of money and/or the performance of such acts as may be required to cure
      such
      Event of Default. In the event legal action is commenced for the collection
      of
      any sums owing hereunder or under the terms of the Notes, the Borrower agrees
      that any judgment issued as a consequence of such action against Borrower shall
      bear interest at a rate equal to the Default Rate until fully paid.

     

    Section
      2.15.  Net
      Payments.
      All
      payments under this Credit Agreement, the Notes and/or the L/C Reimbursement
      Obligation shall be made without set-off, counterclaim, recoupment or defense
      of
      any kind and in such amounts as may be necessary in order that all such
      payments, after deduction or withholding for or on account of any future taxes,
      levies, imposts, duties or other charges of whatsoever 

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

       

      nature
        imposed by the United States or any Governmental Authority, other than franchise
        taxes or any tax on or measured by the gross receipts or overall net income
        of
        any Lender pursuant to the income tax laws of the United States or any State
        or
        any Governmental Authority, or the jurisdiction where each Lender's principal
        office is located (collectively "Taxes"), shall not be less than the amounts
        otherwise specified to be paid under this Credit Agreement and the Notes.
        A
        certificate as to any additional amounts payable to the Lenders under this
        Section 2.15 submitted to the Borrower by the Lenders shall show in reasonable
        detail an accounting of the amount payable and the calculations used to
        determine in good faith such amount and shall be conclusive absent manifest
        or
        demonstrable error. Any amounts payable by the Borrower under this Section
        2.15
        with respect to past payments shall be due within thirty (30) days following
        receipt by the Borrower of such certificate from the Lenders; any such amounts
        payable with respect to future payments shall be due within thirty (30) days
        after demand with such future payments. With respect to each deduction or
        withholding for or on account of any Taxes, the Borrower shall promptly furnish
        to the Lenders such certificates, receipts and other documents as may be
        required (in the reasonable judgment of the Lenders) to establish any tax
        credit
        to which the Lenders may be entitled.

    

     

    Section
      2.16.  Completion
      Guaranty Agreement.
      As
      additional security for the due and punctual completion and payment for the
      costs of completing the Construction Projects on or before the Construction
      Completion Deadline, CCI shall execute the Completion Guaranty, a copy of which
      is marked "Exhibit O", affixed hereto and by this reference incorporated
      herein and made a part hereof.

     

     

    ARTICLE
      III  

     

    REQUIREMENTS
      FOR THE OCCURRENCE OF THE

    CLOSING
      DATE AND ALL BORROWINGS AND

    CONSTRUCTION
      DISBURSEMENTS

    


    A. Closing
      Conditions.
      The
      obligation of each of the Lenders to fund any Borrowing under the Bank
      Facilities is subject to the following conditions precedent, each of which
      shall
      be satisfied on or before November 30, 2005 (unless all of the Lenders, in
      their
      sole and absolute discretion, shall agree otherwise). The occurrence of the
      Closing Date is subject to and contingent upon Agent Bank having received,
      in
      each case in form and substance reasonably satisfactory to Agent Bank, or in
      the
      case of an occurrence, action or event, the occurrence of, each of the
      following:

     

    Section
      3.01.  Credit
      Agreement.
      Executed counterparts of this Credit Agreement in sufficient duplicate originals
      for Borrower and each of the Banks.

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

    Section
      3.02.  The
      Notes and Completion Guaranty.

     

    a.  Each
      of
      the C/T Note and the Revolving Credit Note duly executed by Borrower, payable
      to
      the order of Agent Bank, on behalf of the Lenders; and

     

    b.  The
      Completion Guaranty duly executed by CCI.

     

    Section
      3.03.  Security
      Documentation.
      The
      Security Documentation duly executed by Borrower or other party thereto, as
      applicable, consisting of the following:

     

    a.  Deed
      of
      Trust;

     

    b.  Financing
      Statements; and

     

    c.  Assignment
      of Entitlements, Contracts, Rents and Revenues.

     

    Section
      3.04.  Other
      Loan Documents.
      The
      following Loan Documents duly executed by Borrower consisting of the
      following:

     

    a. Environmental
      Certificate.

     

    Section
      3.05.  Articles
      of Organization, Operating Agreement, Resolutions, Certificates of Good Standing
      and Closing Certificate.
      On or
      before the Closing Date, Agent Bank shall have received from the Borrower:
      (i) a
      Certificate of Good Standing issued by the Secretary of State of Delaware and
      a
      Certificate evidencing qualification to do business in the State of Colorado
      issued by the Colorado Secretary of State, each dated within thirty (30) Banking
      Business Days of the Closing Date, (ii) a copy of the articles of
      organization and operating agreement certified to be true and correct by a
      duly
      Authorized Officer of Borrower, (iii) an original Consent of Managers
      executed by each of the managers of Borrower authorizing Borrower to enter
      into
      all documents and agreements to be executed by it pursuant to this Credit
      Agreement and further authorizing and empowering each officer or manager who
      will execute such documents and agreements with the authority and power to
      execute such documents and agreements on behalf of Borrower,
      (iv) designation by corporate certificate ("Authorized Officer
      Certificate"), substantially in the form of the Authorized Officer Certificate
      marked "Exhibit I", affixed hereto and by this reference incorporated
      herein and made a part hereof, of the officers or managers, as applicable,
      of
      Borrower who are authorized to give Notices of Borrowing, Compliance
      Certificates, Construction Disbursement Requests and all other notices,
      requests, reports, consents, certifications and authorizations on behalf of
      Borrower, each individually an "Authorized Officer" and 

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

       

      collectively
        the "Authorized Officers", and (v) an original closing certificate
        ("Closing Certificate"), substantially in the form of the Closing Certificate
        marked "Exhibit J", affixed hereto and by this reference incorporated herein
        and
        made a part hereof, duly executed by an Authorized Officer of
        Borrower.

    

     

    Section
      3.06.  Opinion
      of Counsel.
      One or
      more opinions of counsel to the Borrower, dated as of the Closing Date and
      addressed to the Agent Bank on behalf of itself and each of the Lenders,
      together with their respective successors and assigns, substantially in the
      form
      of the legal opinion marked "Exhibit G", affixed hereto and by this reference
      incorporated herein and made a part hereof.

     

    Section
      3.07.  Title
      Insurance.
      As of
      the Closing Date, the Title Insurance Policy (or proforma commitment for the
      issuance thereof) consistent with the requirements of the Closing
      Instructions.

     

    Section
      3.08.  Survey.
      If the
      Title Insurance Company requires a survey as a condition of issuing the Title
      Insurance Policy consistent with the Closing Instructions, a current boundary
      and location survey for the Real Property delivered to Agent Bank no less than
      ten (10) Banking Business Days prior to the Closing Date, which must (a) be
      certified to Agent Bank and the Title Insurance Company, (b) show the Real
      Property to be free of encroachments, overlaps, and other survey defects, (c)
      show the courses and distances of the lot lines for the Real Property, (d)
      show
      that all existing improvements are located within said lot and building lines,
      and (e) show the location of all above and below ground easements, improvements,
      appurtenances, utilities, rights-of-way, water rights and ingress and egress,
      by
      reference to book and page numbers and/or filed map reference. On or before
      the
      Closing Date, all other survey requirements of Title Insurance Company for
      the
      issuance of the Title Insurance Policy.

     

    Section
      3.09.  Payment
      of Taxes.
      Evidence satisfactory to Agent Bank that all past and current real and personal
      property taxes and assessments which are presently due and payable applicable
      to
      the Collateral Properties have been paid in full.

     

    Section
      3.10.  Insurance.
      Copies
      of declaration pages of each insurance policy, certified to be true and correct
      in all respects by an Authorized Officer of Borrower, together with original
      binders evidencing Borrower as the named insured, and original certificates
      of
      insurance, loss payee and mortgagee endorsements naming Agent Bank as mortgagee,
      loss payee and additional insured as required by the insurance provisions set
      forth in Section 5.09 of this Credit Agreement.

     

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

    Section
      3.11.  Payment
      of Fees and Existing Bank Debt.

     

    a.  Payment
      by Borrower to Agent Bank of the fees to the extent due and payable on the
      Closing Date as provided in Section 2.13(a) hereinabove.

     

    b.  Payment
      in full of the Existing Bank Debt and the full and complete release and
      reconveyance of the Existing Bank Debt Security Documents.

     

    Section
      3.12.  Reimbursement
      for Expenses and Fees.
      Reimbursement by Borrower for all reasonable fees and out-of-pocket expenses
      incurred by Agent Bank in connection with the Bank Facilities, including, but
      not limited to, escrow charges, title insurance premiums, recording fees,
      reasonable attorney's fees of Henderson & Morgan, LLC and insurance
      consultant fees, and all other like fees and expenses remaining unpaid as of
      the
      Closing Date to the extent then due and payable on the Closing Date, provided
      that the amount then invoiced shall not thereafter preclude Borrower's
      obligation to pay such costs and expenses relating to the closing of the Bank
      Facilities following the Closing Date or to reimburse Agent Bank for the payment
      thereof.

     

    Section
      3.13.  Schedules.
      

     

    a.  The
      Schedule of Spaceleases (Schedule 4.15) and Equipment Leases and Contracts
      (Schedule 4.16) in each instance setting forth the name of the other party
      thereto, a brief description of each spacelease, equipment lease and contract
      and the commencement and ending date thereof.

     

    b.  A
      Schedule of Significant Litigation (Schedule 3.13(b)) involving Borrower,
      in each instance setting forth the names of the other parties thereto, a brief
      description of such litigation, whether or not such litigation is covered by
      insurance and, if so, whether the defense thereof and liability therefor has
      been accepted by the applicable insurance company indicating whether such
      acceptance of such defenses with or without a reservation of rights, the
      commencement date of such litigation and the amount sought to be recovered
      by
      the adverse parties thereto or the amount which is otherwise in
      controversy.

     

    Section
      3.14.  Environmental
      Reports.

     

    a.  Each
      of
      the Environmental Reports previously received by Agent Bank shall be deemed
      fully applicable to and relied upon by each of the Lenders in connection with
      the establishment of the Bank Facilities. Borrower is in the process of
      complying with the recommended actions set forth in the Environmental
      Reports.

     

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

    b.  Borrower
      hereby confirms the representations contained in Sections 2.1 and 2.2 of
      the Environmental Certificate are true and correct in all respects.

     

    Section
      3.15.  No
      Injunction or Other Litigation.
      No law
      or regulation shall prohibit, and no order, judgment or decree of any
      Governmental Authority shall, and no litigation shall be pending or threatened
      which in the reasonable judgment of the Agent Bank would or would reasonably
      be
      expected to, enjoin, prohibit, limit or restrain the execution and delivery
      of
      this Credit Agreement or the making of any advance under the Bank
      Facilities.

     

    Section
      3.16.  Additional
      Documents and Statements.
      As of
      the Closing Date such additional documents, affidavits, certificates and
      opinions as Requisite Lenders may reasonably require to insure compliance with
      this Credit Agreement.

     

    Section
      3.17.  Subordinations.
      Agent
      Bank shall have received:

     

    a.  The
      duly
      executed Management Subordination Agreement, together with a true and correct
      copy of the Management Agreement;

     

    b.  A
      true
      and correct copy of the fully executed CCI Subordinated Note and a fully
      executed Lien and Payment Subordination Agreement prepared with reference to
      the
      CCI Subordinated Note and documents securing repayment thereof, in a form and
      content acceptable to the Agent Bank; and

     

    c.  A
      true
      and correct copy of the fully executed CCVLLC Subordinated Note and a fully
      executed Payment Subordination Agreement prepared with reference to the CCVLLC
      Subordinated Note in a form and content acceptable to the Agent
      Bank.

     

    Section
      3.18.  Notice
      of Borrowing.
      With
      respect to any Borrowing (other than in connection with a Construction
      Disbursement), the Agent Bank shall have received in accordance with
      Section 2.07 on or before such Funding Date an original and duly executed
      Notice of Borrowing or facsimile copy thereof, to be promptly followed by an
      original. Borrowings requested to be made under the C/T Loan shall be made
      by
      Construction Disbursement Request in accordance with the terms and procedures
      set forth in Section 2.04 and Article IX.

     

    Section
      3.19.  Certain
      Statements.
      On the
      Closing Date and as of each Funding Date the following statements shall be
      true
      and correct:

     

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

    a.  The
      representations and warranties with respect to the Borrower contained in Article
      IV hereof (other than representations and warranties which expressly speak
      only
      as of a different date which shall be true and correct as of such date) are
      true
      and correct in all material respects as though made on and as of that date,
      except to the extent that such representations and warranties are not true
      and
      correct as a result of a change which is permitted by this Credit Agreement
      or
      by any other Loan Document, or which is otherwise consented to by Requisite
      Lenders;

     

    b.  The
      representations and certifications contained in the Environmental Certificate
      are true and correct in all material respects (other than representations and
      warranties which expressly speak only as of a different date which shall be
      true
      and correct as of such date);

     

    c.  Since
      the
      date of the most recent financial statements referred to in Section 5.08(b),
      no
      Material Adverse Change shall have occurred; and

     

    d.  No
      event
      has occurred or as a result of any Borrowings or issuance of a Letter of Credit
      contemplated hereby would occur and is continuing, or would result from the
      making thereof, which constitutes a Default or Event of Default
      hereunder.

     

    Section
      3.20.  Comfort
      Letter.
      Borrower shall provide Lenders with a "comfort letter" issued by the Colorado
      Limited Gaming Control Commission, addressed to Agent Bank on behalf of the
      Lenders in a form and content acceptable to Lenders, providing assurances that
      the Gaming Authorities are unaware of any significant impediments to the
      issuance of the Gaming Permits for the operation of the Casino
      Facility.

     

    B. Conditions
      Precedent to Initial Construction Disbursement.
      In
      addition to the requirements set forth in Sections 2.04 and Article IX, the
      obligation of each Lender and Agent Bank to advance the Initial Construction
      Disbursement is subject to Agent Bank having received, in each case in form
      and
      substance reasonably satisfactory to Agent Bank, Requisite Lenders and Lenders'
      Consultant, or in the case of an occurrence, action or event, the occurrence
      of,
      each of the following:

     

    Section
      3.21.  Receipt
      of Proceeds of Subordinated Debt.
      Borrower shall have received Net Proceeds from Subordinated Debt in an aggregate
      amount of no less than Four Million Three Hundred Twenty Thousand Dollars
      ($4,320,000.00).

     

    Section
      3.22.  Construction
      Cost Analysis and Required Borrower Construction Expenditures.
      Borrower shall have demonstrated to the satisfaction of Agent Bank and Lenders'
      Consultant, that:

     

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

    a.  The
      total
      construction costs for construction and completion of the Construction Projects
      are Thirty-Nine Million Five Hundred Thousand Dollars ($39,500,000.00),
      inclusive of capitalized interest;

     

    b.  That
      each
      of the General Contractor Agreements is a cost of work plus a fee with a
      negotiated guaranteed maximum price contract, the sum of which is not in excess
      of the General Contractor Budgets; and

     

    c.  That
      Borrower has expended Borrower Construction Expenditures in an aggregate amount
      no less than Four Million Five Hundred Thousand Dollars ($4,500,000.00),
      including, without limitation, the proceeds of the CCI Subordinated Debt;
      and

     

    d.  That
      the
      Construction Completion Costs do not exceed the amount available for
      Construction Disbursements under the C/T Loan.

     

    Section
      3.23.  Construction
      Schedule, Plans and Specifications and Construction Budgets.
      The
      Construction Schedule, the Plans and Specifications, General Contractor Budgets
      and the Borrower Construction Budget, each approved by Lenders' Consultant
      and
      Agent Bank as substantially final and complete and acceptable for the Initial
      Construction Disbursement.

     

    Section
      3.24.  Construction
      Agreements.

     

    a.  The
      Casino General Contractor's Agreement duly executed by the Casino General
      Contractor and Borrower.

     

    b.  The
      Garage General Contractor's Agreement duly executed by the Garage General
      Contractor and Borrower.

     

    Section
      3.25.  Architect's
      Contract.
      The
      Architect's Contract duly executed by Borrower and the Architect.

     

    Section
      3.26.  Major
      Subcontractor's Construction Contracts.
      A copy
      of all Major Subcontractors' construction contracts then executed by and between
      Borrower and the Major Subcontractors or by and between a General Contractor
      and
      the Major Subcontractors.

     

    Section
      3.27.  Evidence
      of Availability of Utilities for Construction Projects.
      Evidence of the availability of water, sewer, electric, gas and telephone
      service to the Construction Projects adequate for the use and occupation of
      the
      Construction Projects.

     

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

    Section
      3.28.  Regulatory
      Approvals, Permits, Consents, Etc.
      True
      and correct copies of all permits, approvals, authorizations and consents by
      all
      Governmental Authorities permitting the construction of the Construction
      Projects in accordance with the Plans and Specifications or evidence that same
      can be obtained, together with all supporting documents and materials reasonably
      requested by Agent Bank.

     

    Section
      3.29.  Assignment
      of Architect's Contract.
      The
      Assignment of Architect's Contract duly executed by Borrower and Architect
      and
      the Architect's Consent duly executed by Architect.

     

    Section
      3.30.  Assignment
      of Casino General Contractor's Agreement.
      The
      Assignment of Casino Contractor's Agreement duly executed by Borrower and Casino
      General Contractor's Consent duly executed by Casino General
      Contractor.

     

    Section
      3.31.  Assignment
      of Garage General Contractor's Agreement.
      The
      Assignment of Garage Contractor's Agreement duly executed by Borrower and Garage
      General Contractor's Consent duly executed by Garage General
      Contractor.

     

    Section
      3.32.  Major
      Subcontractor Assignments.
      A Major
      Subcontractor Agreement and Major Subcontractor Consent for each Assigned Major
      Subcontract which has been executed as of the Initial Construction Disbursement
      Date.

     

    Section
      3.33.  Soil
      Test Report.
      A soil
      test report reasonably acceptable to Agent Bank, indicating the suitability
      of
      the Real Property for the construction of the Construction Projects
      thereon.

     

    Section
      3.34.  Notice
      by Disburser.
      Borrower shall have provided Agent Bank with all information needed by Agent
      Bank for the preparation, recordation and mailing of a Notice of Disburser
      relating to the Projects, as required by Colorado Revised Statutes,
      Section 38-22-126.

     

     

    ARTICLE
      IV  

     

    REPRESENTATIONS
      AND WARRANTIES

    


    To
      induce
      Banks to enter into this Credit Agreement, Borrower makes the following
      representations and warranties:

     

    Section
      4.01.  Organization;
      Power and Authorization.
      Borrower is a limited liability company duly organized and validly existing
      under the laws of the State of Delaware and is qualified to do business in
      the
      State of Colorado. Borrower (i) has all requisite limited liability company
      power, authority and legal right to execute and 

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

       

      deliver
        each document, agreement or certificate to which it is a party or by which
        it is
        bound in connection with the Bank Facilities, to consummate the transactions
        and
        perform its obligations hereunder and thereunder, and, to own its properties
        and
        assets and, to own its properties and assets and to carry on and conduct
        its
        business as presently proposed to be conducted, and (ii) has taken all necessary
        action to authorize the execution, delivery and performance of this Credit
        Agreement and the other Loan Documents to which it is a party or by which
        it is
        bound and to consummate the transactions contemplated hereunder and
        thereunder.

    

     

    Section
      4.02.  No
      Conflict With, Violation of or Default Under Laws or Other
      Agreements.
      Neither
      the execution and delivery of this Credit Agreement, the C/T Note, the Revolving
      Credit Note or any other Loan Document, or any other agreement, certificate
      or
      instrument to which Borrower is a party or by which it is bound in connection
      with the Bank Facilities, nor the consummation of the transactions contemplated
      hereunder or thereunder, nor the compliance with or performance of the terms
      and
      conditions herein or therein, is prevented by, limited by, conflicts in any
      material respect with, or will result in a material breach or violation of,
      or a
      material default (with due notice or lapse of time or both) under, or the
      creation or imposition of any lien, charge, or encumbrance of any nature
      whatsoever upon any of their respective property or assets by virtue of, the
      terms, conditions or provisions of (a) any indenture, evidence of indebtedness,
      loan or financing agreement, or other agreement or instrument of whatever nature
      to which Borrower is bound, or (b) any provision of any existing law, rule,
      regulation, order, writ, injunction or decree of any court or Governmental
      Authority to which Borrower is subject.

     

    Section
      4.03.  Litigation.
      Except
      as disclosed on the Schedule of Significant Litigation delivered in connection
      with Section 3.13(b), to the best knowledge of Borrower, there is no
      action, suit, proceeding, inquiry, hearing or investigation pending or
      threatened, in any court of law or in equity, or before any Governmental
      Authority, which reasonably would be expected to (a) result in any Material
      Adverse Change in the construction and development of the Construction Projects
      or in its business, financial condition, properties or operations, (b)
      materially adversely affect the Borrower's ability to perform its obligations
      under the Credit Agreement and the other Loan Documents, or (c) materially
      adversely affect the validity or enforceability of this Credit Agreement and
      the
      other Loan Documents. To the best knowledge of Borrower, Borrower is not in
      violation of or default with respect to any order, writ, injunction, decree
      or
      demand of any Governmental Authority.

     

    Section
      4.04.  Agreements
      Legal, Binding, Valid and Enforceable.
      This
      Credit Agreement, the C/T Note, the Revolving Credit Note, the Security
      Documentation and all other Loan Documents, when executed and delivered by
      Borrower in connection with the Bank Facilities will constitute legal, valid
      and
      binding obligations of Borrower, enforceable against Borrower in accordance
      with
      their respective terms, except as may 

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

       

      be
        limited by bankruptcy, insolvency, reorganization, moratorium and other laws
        of
        general application relating to or affecting the enforcement of creditors'
        rights and the exercise of judicial discretion in accordance with general
        principles of equity (regardless of whether enforcement is considered in
        a
        proceeding in equity or at law).

    

     

    Section
      4.05.  Information
      and Financial Data Accurate; Financial Statements; No Adverse
      Event.
      All
      information and financial and other data previously furnished in writing by
      Borrower in connection with the Bank Facilities was true, correct and complete
      in all material respects as of the date furnished (unless subsequently corrected
      prior to the date hereof), and there has been no Material Adverse Change with
      respect thereto to the date of this Credit Agreement since the dates thereof.
      No
      information has been omitted which would make the information previously
      furnished in such financial statements to Banks misleading or incorrect in
      any
      material respect to the date of this Credit Agreement. Any and all financial
      statements heretofore furnished to Banks by Borrower: (a) present fairly in
      all
      material respects the financial position of Borrower as of their respective
      dates and the results of operations and changes in financial position for the
      periods to which they apply, and (b) have been prepared in conformity with
      GAAP
      applied on a consistent basis throughout the periods involved. Since the date
      of
      the financial statements referred to in this Section 4.05, there has been no
      Material Adverse Change in the financial condition, assets, liabilities,
      business or operations of Borrower.

     

    Section
      4.06.  Governmental
      Approvals.
      All
      consents, approvals, orders or authorizations of, or registrations,
      declarations, notices or filings with any Governmental Authority which are
      required in connection with the valid execution and delivery of this Credit
      Agreement and the other Loan Documents by Borrower and the performance of any
      of
      the transactions required or contemplated hereunder, or thereunder, by Borrower,
      have been obtained or accomplished and are in full force and effect, or to
      the
      best knowledge of Borrower, can be obtained or accomplished by Borrower. On
      and
      after the Opening Date, all material consents, approvals, orders or
      authorizations of, or registrations, declarations, notices or filings with
      any
      Governmental Authority which are required by Borrower in connection with the
      use
      and operation of the Casino Facility shall have been obtained or accomplished
      and shall be in full force and effect.

     

    Section
      4.07.  Payment
      of Taxes.
      Borrower has duly filed or caused to be filed all federal, state and local
      tax
      reports and returns which are required to be filed by it and has paid or made
      provisions for the payment of, all material taxes, assessments, fees and other
      governmental charges which have or may have become due pursuant to said returns
      or otherwise pursuant to any assessment received by Borrower except such taxes,
      assessments, fees or other governmental charges, if any, as are being contested
      in good faith by Borrower by appropriate proceedings and for 

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        
which
        Borrower has maintained adequate reserves for the payment thereof in accordance
        with GAAP.

    

     

    Section
      4.08.  Title
      to Properties.
      Borrower shall have good and marketable title to the Collateral Properties
      as of
      the Closing Date and at all times during the term of the Bank Facilities.
      Borrower has good and marketable title to: (a) all of its properties and
      assets reflected in the most recent financial statements referred to in Section
      4.05 hereof as owned by it (except those properties and assets disposed of
      since
      the date of said financial statements in the ordinary course of business or
      those properties and assets which are no longer used or useful in the conduct
      of
      its business), including, but not limited to, Borrower's interest in patents,
      trademarks, tradenames, servicemarks, and licenses relating to or pertaining
      to
      the Collateral Properties or the Casino Facility, and (b) all properties
      and assets acquired by it subsequent to the date of the most recent financial
      statements referred to in Section 4.05 hereof. All such properties and
      assets are not subject to any liens, encumbrances or restrictions except
      Permitted Encumbrances. All roads, easements and rights of way necessary for
      the
      full utilization of the Collateral Properties have been completed and/or
      obtained or will be completed and/or obtained on or before the Opening
      Date.

     

    Section
      4.09.  No
      Untrue Statements.  All
      statements, representations and warranties made by Borrower in this Credit
      Agreement, any other Loan Document and any other agreement, document,
      certificate or instrument previously furnished or to be furnished by Borrower
      to
      Banks pursuant to the provisions of this Credit Agreement, at the time they
      were
      made and on and as of the Closing Date: (a) are and shall be true, correct
      and
      complete in all material respects, (b) do not and shall not contain any untrue
      statement of a material fact, and (c) do not and shall not omit to state a
      material fact, the absence of which makes the information contained herein
      or
      therein materially misleading or incomplete in light of the circumstances under
      which they were made. Borrower understands that all such statements,
      representations and warranties shall be deemed to have been relied upon by
      Banks
      as a material inducement to establish the Bank Facilities.

     

    Section
      4.10.  Brokerage
      Commissions.
      Except
      as previously disclosed to Agent Bank in writing, no person is entitled to
      receive any brokerage commission, finder's fee or similar fee or payment in
      connection with the extensions of credit contemplated by this Credit Agreement.
      No brokerage or other fee, commission or compensation is to be paid by Banks
      with respect to the extensions of credit contemplated hereby and Borrower agrees
      to indemnify Banks against any such claims for brokerage fees or commissions
      and
      to pay all expenses including, without limitation, reasonable attorney's fees
      incurred by Banks in connection with the defense of any action or proceeding
      brought to collect any such brokerage fees or commissions.

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

    Section
      4.11.  No
      Defaults.
      Borrower is not in violation of any applicable law and/or regulations, the
      violation of which will materially and adversely affect the business, financial
      condition or operations of the Casino Facility. Borrower is not in violation
      or
      default (nor is there any waiver in effect which, if not in effect, would result
      in a violation or default) in any material and adverse respect under any
      indenture, evidence of indebtedness, loan or financing agreement or other
      agreement or instrument of whatever nature to which they are a party or by
      which
      they are bound (except for any defaults previously brought to Banks' attention
      in writing, for which Borrower has received a waiver from Requisite Lenders),
      a
      default under which would reasonably be expected to result in a Material Adverse
      Change.

     

    Section
      4.12.  Availability
      of Utility Services.
      All
      utility services and facilities necessary for the Construction Projects
      including, without limitation, electrical, water, gas and sewage services and
      facilities are available at the boundaries of the Real Property.

     

    Section
      4.13.  Policies
      of Insurance.
      As of
      the Closing Date, each of the copies of the declaration pages, original binders
      and certificates of insurance evidencing the Policies of Insurance relating
      to
      the Construction Projects delivered to Agent Bank by Borrower (i) is a true,
      correct and complete copy of the respective original thereof as in effect on
      the
      date hereof, and no amendments or modifications of any of said documents or
      instruments not included in such copies have been made, and (ii) has not been
      terminated and is in full force and effect. To the best knowledge of Borrower,
      Borrower is not in default in the observance or performance of its obligations
      under said documents and instruments, and Borrower has done all things required
      to be done as of the Closing Date to keep unimpaired its rights
      thereunder.

     

    Section
      4.14.  Management
      Agreement and Subordinated Notes.
      Each of
      the copies of the Management Agreement, CCI Subordinated Note and CCVLLC
      Subordinated Note which have been delivered to Agent Bank in accordance with
      Section 3.17 are true and correct copies of the originals thereof. Each of
      the
      Management Agreement, CCI Subordinated Note and CCVLLC Subordinated Note is
      in
      full force and effect and has not been amended or otherwise modified except
      as
      set forth by documents delivered to Agent Bank in accordance with Section 3.17
      or except as permitted under Section 5.22 with respect to the Management
      Agreement.

     

    Section
      4.15.  Spaceleases.
      A
      schedule of all executed Spaceleases pertaining to the Casino Facility, or
      any
      portion thereof, in existence as of the Closing Date, is set forth on
      Schedule 4.15 attached hereto.

     

    Section
      4.16.  Equipment
      Leases and Contracts.
      Schedules of all executed material Equipment Leases and Contracts pertaining
      to
      the Casino Facility or 

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

       

      any
        portion thereof, in existence as of the Closing Date, are set forth on
        Schedule 4.16 attached hereto.

    

     

    Section
      4.17.  Gaming
      Permits.  On
      and after the Opening Date, the Borrower shall hold all Gaming Permits material
      to or required for the conduct of its gaming businesses and the conduct of
      games
      of chance at the Casino Facility and such Gaming Permits shall not then be
      suspended, enjoined or prohibited (for any length of time) by any Gaming
      Authority or any other Governmental Authority.

     

    Section
      4.18.  Environmental
      Certificate.
      The
      representations and certifications contained in the Environmental Certificate
      are true and correct in all material respects (other than representations and
      warranties which expressly speak only as of a different date which shall be
      true
      and correct as of such date).

     

    Section
      4.19.  Investment
      Company Act.
      Borrower is neither an "investment company" nor a company "controlled" by an
      "investment company," within the meaning of the Investment Company Act of 1940,
      as amended.

     

    Section
      4.20.  Public
      Utility Holding Company Act.
      Borrower is neither a "holding company," nor a "subsidiary company" of a
      "holding company," nor an "affiliate" of a "holding company" nor of a
      "subsidiary company" of a "holding company," within the meaning of the Public
      Utility Holding Company Act of 1935, as amended.

     

    Section
      4.21.  Labor
      Relations.
      There
      is no strike or work stoppage in existence, or to the best knowledge of Borrower
      threatened, involving Borrower or the Construction Projects that reasonably
      would be expected to result in a Material Adverse Change.

     

    Section
      4.22.  Trademarks,
      Patents, Licenses, Franchises, Formulas and Copyrights.
      Borrower owns all the patents, trademarks, permits, service marks, trade names,
      copyrights, licenses, franchises and formulas, or has a valid license or
      sublicense of rights with respect to the foregoing, and has obtained assignments
      of all leases and other rights of whatever nature, necessary for the present
      conduct of its respective businesses, without any known conflict with the rights
      of others which, or the failure to obtain which, as the case may be, could
      reasonably be expected to result in a Material Adverse Change on the business,
      operations, property, assets or condition (financial or otherwise) of
      Borrower.

     

    Section
      4.23.  Contingent
      Liabilities.
      As of
      the Closing Date, Borrower has incurred no material Contingent Liabilities
      (any
      Contingent Liability in excess of One Million Dollars ($1,000,000.00) being
      deemed material) other than those described on Schedule 4.23.

     

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

    Section
      4.24.  Subsidiaries.
      As of
      the Closing Date, Borrower does not have any Subsidiaries.

     

    Section
      4.25.  The
      Construction Projects.
      On and
      after the Initial Construction Disbursement Date, the Construction Projects
      will
      be carried out and undertaken by in compliance in all material respects with
      all
      applicable zoning, environmental protection, use and building codes, laws,
      rules, regulations and ordinances, including, without limitation, the Americans
      with Disabilities Act. The General Contractor Budgets and the Borrower
      Construction Budget shall set forth all Construction Completion Costs as of
      the
      Initial Construction Disbursement Date.

     

    Section
      4.26.  General
      Contractor Agreements, Architect Contract and Interior Designer's
      Contract.
      The
      copies of each of the General Contractor Agreements and the Architect's Contract
      relating to the Construction Projects to be delivered to Agent Bank on or before
      the Initial Construction Disbursement Date shall be a true, correct and complete
      copy of the respective original thereof as in effect on the date thereof, and
      no
      amendments or modifications of any of said documents or instruments not included
      in such copies shall have been made. Each of the General Contractor Agreements
      and the Architect's Contract shall not have been terminated and shall be in
      full
      force and effect. Borrower shall not be in default in the observance or
      performance of its obligations under said documents and instruments, except
      and
      to the extent such default reasonably would not be expected to result in a
      Material Adverse Change. 

     

     

    ARTICLE
      V  

     

    GENERAL
      COVENANTS OF BORROWER

    


    To
      induce
      the Banks to enter into this Credit Agreement, Borrower covenants to Banks
      as
      follows:

     

    Section
      5.01.  FF&E.
      Borrower shall furnish, fixture and equip the Casino Facility with FF&E it
      reasonably deems appropriate for the operation of the Casino Facility. All
      FF&E that is purchased and installed in the Casino Facility shall be
      purchased free and clear of any liens, encumbrances or claims, other than
      Permitted Encumbrances.

     

    Section
      5.02.  Permits;
      Licenses and Legal Requirements.
      Borrower shall comply in all material respects with and keep in full force
      and
      effect, as and when required, all Gaming Permits and all material permits,
      licenses and approvals obtained from any Governmental Authorities which are
      required for the operation and use of the Casino Facility. Borrower shall comply
      in all material respects with all applicable material existing and future laws,
      rules, regulations, orders, ordinances and 

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

       

      requirements
        of all Governmental Authorities, and with all recorded restrictions affecting
        the Collateral Properties.

    

     

    Section
      5.03.  Protection
      Against Lien Claims.
      Borrower shall promptly pay and discharge or cause to be paid and discharged
      all
      claims and liens for labor done and materials and services supplied and
      furnished in connection with the Casino Construction Projects in accordance
      with
      this Section 5.03, except such claims and liens, if any, as are being contested
      in good faith by Borrower by appropriate proceedings and for which Borrower
      has
      maintained adequate reserves for the payment thereof in accordance with GAAP.
      If
      any mechanic's lien or materialman's lien shall be recorded, filed or suffered
      to exist against the Collateral Properties or any interest therein by reason
      of
      work, labor, services or materials supplied, furnished or claimed to have been
      supplied and furnished in connection with the Construction Projects or the
      Casino Facility, upon Borrower's receipt of written notice from Agent Bank
      demanding the release and discharge of such lien, said lien or claim shall
      be
      paid, released and discharged of record within ninety (90) days following its
      receipt of such notice.

     

    Section
      5.04.  Restrictions
      on Payment or Prepayment of Subordinated Debt and Management
      Fees.
      

     

    a.  Until
      the
      occurrence of Bank Facilities Termination, Borrower shall not make any payments
      of principal or interest under the CCI Subordinated Note;

     

    b.  Until
      the
      occurrence of Bank Facilities Termination, Borrower shall not make any payment
      of principal or interest under the CCVLLC Subordinated Note, except as may
      be
      expressly permitted under the terms of the Payment Subordination Agreement
      (CCVLLC) to be executed and delivered under Section 3.17(c);

     

    c.  Until
      the
      occurrence of Bank Facilities Termination, Borrower shall not make any payments
      under the Management Agreement, except as may be expressly permitted under
      the
      terms of the Management Subordination Agreement to be executed and delivered
      under Section 3.17(a); and

     

    d.  Borrower
      shall not, except with the prior written consent of the Requisite Lenders,
      purchase, redeem, retire or otherwise acquire for value, or set apart any money
      for a sinking, defeasance or other analogous fund for, the purchase, redemption,
      retirement or other acquisition of, or make any voluntary payment or prepayment
      of the principal of or interest on, or any other amount owing in respect of,
      the
      Subordinated Notes or required pursuant to the terms of any other Subordinated
      Debt.

     

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    Section
      5.05.  No
      Change in Character of Business or Location of Chief Executive
      Office.
      At all
      times throughout the term of the Bank Facilities (a) the chief executive
      office of Borrower shall be located at 1263A Lake Plaza Drive, Colorado Springs,
      Colorado 80906, provided, however, Borrower shall be entitled to move its chief
      executive office to another location within the State of Colorado upon no less
      than thirty (30) days prior written notice to Agent Bank, (b) the Casino
      Facility shall be operated by Borrower, and (c) Borrower shall not effect a
      material change in the nature and character of the business at the Casino
      Facility as presently contemplated and disclosed to Banks.

     

    Section
      5.06.  Preservation
      and Maintenance of Properties and Assets; Acquisition of Additional
      Property.

     

    a.  At
      all
      times following the Completion Date with respect to the Casino Facility, (i)
      the
      Borrower shall operate, maintain and preserve in all material respects all
      rights, privileges, franchises, licenses, Gaming Permits and other properties
      and assets necessary to conduct its businesses and the Casino Facility, in
      accordance with all applicable governmental laws, ordinances, approvals, rules
      and regulations and requirements, including, but not limited to, zoning,
      sanitary, pollution, building, environmental and safety laws and ordinances,
      rules and regulations promulgated thereunder, and (ii) Borrower shall not
      consolidate with, remove, demolish, materially alter, discontinue the use of,
      sell, transfer, assign, hypothecate or otherwise dispose of to any Person,
      any
      part of its properties and assets necessary for the continuance of its business,
      as presently conducted and as presently contemplated, other than in the normal
      course of business, alterations or modifications as Borrower reasonably expects
      to increase the value of the Collateral, or as otherwise permitted pursuant
      to
      this Credit Agreement.

     

    b.  Furthermore,
      in the event Borrower, or any Affiliate and/or Related Entity of the Borrower,
      shall acquire any other real property or rights to the use of real property
      which is: (i) adjacent to any of the Collateral Properties and used in a
      material manner in connection with the use and/or operation at the Casino
      Facility or (ii) if not so adjacent, necessary and required for the use and
      operation of such Casino Facility, Borrower shall concurrently with the
      acquisition of such real property or the rights to the use of such real
      property, execute or cause the execution of such documents as may be necessary
      to add such real property or rights to the use of real property as Collateral
      under the Bank Facilities.

     

    Section
      5.07.  Repair
      of Properties and Assets.
      At all
      times throughout the term of the Bank Facilities, Borrower shall, at its own
      cost and expense, (a) maintain, preserve and keep in a manner consistent with
      gaming casino operating practices applicable to casino operations operating
      in
      the Gilpin County area, the Collateral Properties and all FF&E owned or
      leased by Borrower in good and substantial 

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

       

      repair,
        working order and condition, ordinary wear and tear excepted, (b) from time
        to
        time, make or cause to be made, all reasonably necessary and proper repairs,
        replacements, renewals, improvements and betterments thereto, and (c) from
        time
        to time, make such substitutions, additions, modifications and improvements
        as
        may be necessary and as shall not impair the structural integrity, operating
        efficiency and economic value of said assets and properties, except that
        the
        failure to maintain, preserve or protect a particular item that is not of
        significant value or utility shall not constitute a violation of this
        Section 5.07. All alterations, replacements, renewals, or additions made
        pursuant to this Section 5.07 shall become and constitute a part of said
        assets
        and property and subject, inter
        alia,
        to the
        provisions of Section 5.01 and subject to the lien of the Loan
        Documents.

    

     

    Section
      5.08.  Financial
      Statements; Reports; Certificates and Books and Records.
      Commencing as of the Opening Date and continuing until Bank
      Facilities Termination,
      Borrower shall, unless the Agent Bank (with the written approval of the
      Requisite Lenders) otherwise consents, at Borrower's sole expense, deliver
      to
      the Agent Bank and each of the Lenders a full and complete copy of each of
      the
      following and shall comply with each of the following financial
      requirements:

     

    a.  As
      soon
      as practicable, and in any event within thirty (30) days after the end of the
      first two (2) calendar months during each Fiscal Quarter and within forty-five
      (45) days after the end of each Fiscal Quarter (including the last Fiscal
      Quarter in any Fiscal Year), the balance sheet, income statement, statement
      of
      cash flows, statement of retained earnings and operating statement for the
      calendar month or Fiscal Quarter under review and reflecting year-to-date
      performance of the Borrower and a comparison of the financial performance of
      the
      Borrower to the prior Fiscal Year's operations and projected results from
      operations at the Casino Facility (in each case reconciled with year end audited
      statements and compared to budget and prior year period) of the Borrower all
      in
      reasonable detail. Such financial statements shall be certified by an Authorized
      Officer of the Borrower as fairly presenting in all material respects the
      financial condition, results of operations and cash flows of the Borrower in
      accordance with GAAP (other than footnote disclosures) as at such date and
      for
      such periods, subject only to normal year-end accruals and audit
      adjustments;

     

    b.  As
      soon
      as practicable, and in any event within one hundred twenty (120) days after
      the
      end of each Fiscal Year, the balance sheet, income statement, statement of
      retained earnings and cash flows (reconciled with year end audited statements)
      of the Borrower as at the end of such Fiscal year, all in reasonable detail.
      Such financial statements shall be prepared in accordance with GAAP and shall
      be
      accompanied by a report of independent public accountants of recognized standing
      selected by Borrower and reasonably satisfactory to the Agent Bank (it being
      understood that any "Big 4" accounting firm shall be automatically deemed
      satisfactory to the Agent Bank), which report shall be prepared in accordance
      with generally 

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

       

      accepted
        auditing standards as of such date, and shall not be subject to any
        qualifications or exceptions as to the scope of the audit nor to any other
        qualification or exception determined by the Requisite Lenders in their good
        faith business judgment to be adverse to the interests of the Banks. Such
        financial statements shall be certified by an Authorized Officer of the Borrower
        in the same manner as required with respect to financial statements delivered
        pursuant to Section 5.08(a);

    

     

    c.  As
      soon
      as practicable and in any event within forty-five (45) days after the end of
      each Fiscal Quarter, a Compliance Certificate signed by an Authorized
      Officer;

     

    d.  As
      soon
      as practicable, and in any event no later than sixty (60) days following the
      end
      of each Fiscal Year, a five (5) year budget (including a Capital Expenditure
      budget) and projection by Fiscal Quarter for that Fiscal Year and by Fiscal
      Year
      for the lesser of the next four (4) succeeding Fiscal Years or until the
      Maturity Date, including
      for the
      first such Fiscal Year, projected balance sheets, statements of operations
      and
      statements of cash flow and, for the second (2nd) and third (3rd) such Fiscal
      Years, projected condensed balance sheets and statements of operations and
      cash
      flows, of the Borrower and also including a summary of assumptions used in
      determining the budget (i.e. revenue growth rate, EBITDA, EBITDA margin,
      EBITDAM, EBITDAM margin, maintenance capital expenditures, project capital
      expenditures made and distributions), all in reasonable detail;

     

    e.  Until
      Bank
      Facilities
      Termination, Borrower shall keep and maintain complete and accurate books and
      records in accordance with GAAP, consistently applied. Borrower shall permit
      Banks and any authorized representatives of Banks to have reasonable access
      to
      and to inspect, examine and make copies of the books and records, any and all
      accounts, data and other documents of Borrower at all reasonable times upon
      the
      giving of reasonable notice of such intent. In addition: (i) in the event
      of the occurrence of any Default or Event of Default, or (ii) in the event
      any Material Adverse Change occurs, Borrower shall promptly, and in any event
      within three (3) days after actual knowledge thereof, notify Agent Bank in
      writing of such occurrence; and

     

    f.  Until
      Bank
      Facilities
      Termination, Borrower shall furnish to Agent Bank, with sufficient copies for
      distribution to each of the Banks, any financial information or other
      information bearing on the financial status of the Borrower which is reasonably
      requested by Agent Bank or Requisite Lenders.

     

    Section
      5.09.  Insurance.
      On and
      after the Opening Date, except for the Construction Insurance Coverages set
      forth in Subparagraph k hereinbelow which shall be maintained at all times
      during the period in which the Construction Projects are under construction
      until the Completion Date and continuing until Bank
      Facilities

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

       

      Termination,
        Borrower shall obtain, or cause to be obtained, and shall maintain or cause
        to
        be maintained with respect to the Collateral, at its own cost and expense,
        and
        shall deposit the evidence of the same required hereunder with Agent Bank
        on or
        before the Opening Date: 

    

     

    a.  Property
      Insurance.
      Borrower shall maintain a special causes of loss (All Risk ISO form or
      equivalent), perils policy covering the buildings and improvements, and any
      other permanent structures for one hundred percent (100%) of the replacement
      cost or a blanket limit with an amount that, at minimum, is sufficient to cover
      one hundred percent (100%) of values at the location with the highest values
      at
      risk (the sufficiency of the blanket limit will be determined at the discretion
      of the Agent Bank). Borrower shall maintain a Ten Million Dollar
      ($10,000,000.00) limit of coverage for the perils of earthquake and Ten Million
      Dollars ($10,000,000.00) for the peril of flood covering the Collateral. The
      Borrower shall document that full policy limits are available for the peril
      of
      windstorm. Upon the request of Agent Bank, replacement cost for insurance
      purposes will be established by an independent appraiser mutually selected
      by
      Borrower and Agent Bank. The policy will include agreed amount (waiving
      co-insurance), replacement cost valuation and building ordinance endorsements
      with a limit at Five Hundred Thousand Dollars ($500,000.00). The policy will
      include a standard mortgagee clause (ISO form or equivalent, i.e. Borrower's
      acts will not impair mortgagee's right to recover, exclusive payment of loss
      to
      mortgagee and automatic notice of cancellation/non-renewal to mortgagee) and
      provide that all losses in excess of Five Hundred Thousand Dollars ($500,000.00)
      be adjusted with the Agent Bank. The Borrower waives any and all rights of
      subrogation against Banks resulting from losses to property.

     

    b.  Personal
      Property (including machinery, equipment, furniture, fixtures,
      stock).
      Borrower shall maintain a special causes of loss ("All Risk") perils property
      coverage for all personal property owned, leased or for which Borrower is
      legally liable. The coverage will include a lenders' loss payable endorsement
      in
      favor of Agent Bank.

     

    The
      policy providing real property and personal property coverages, as specified
      in
      5.09(a) and (b) hereinabove, may include a deductible of no more than
      Twenty-Five Thousand Dollars
      ($25,000.00) for
      any
      single occurrence. Flood and earthquake deductibles can be no more than five
      percent (5.0%) of total insurable value, if a separate deductible
      applies.

     

    c.  Business
      Income/Extra Expense.
      Borrower shall maintain combined business interruption/extra expense coverage
      for the Casino Facility with a limit not less than one hundred percent (100%)
      of
      the annual net profit plus continuing expenses (including debt service) for
      the
      Casino Facility. Such coverage shall include an extension for off premises
      power
      losses with a Five Hundred Thousand Dollar 

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

       

      ($500,000.00)
        limit of coverage and extended period of indemnity of ninety (90) days
        endorsement. These coverages may have deductible of no greater than forty-eight
        (48) hours, or Twenty-Five Thousand Dollars ($25,000.00), if a separate
        deductible applies. This coverage will be specifically endorsed to include
        Agent
        Bank as Loss Payee.

    

     

    Real,
      Personal Property and Business Income/Rent coverages may be written on a
      Blanket, Loss Limit or Specific basis; but the limit of coverage must be
      sufficient to cover one hundred percent (100%) of the replacement cost values
      required under this Section 5.09.

     

    d.  Boiler
      and Machinery.
      Borrower shall maintain a boiler and machinery policy for the Casino Facility
      written on a comprehensive form with a combined direct and indirect limit of
      no
      less than Ten Million Dollars ($10,000,000.00). The policy shall include
      extensions for agreed amount (waiving co-insurance) and replacement cost
      valuation. The policy may contain deductibles of no greater than Twenty-Five
      Thousand Dollars ($25,000.00) direct and forty-eight (48) hours
      indirect.

     

    e.  Crime
      Insurance.
      Borrower shall obtain a comprehensive crime policy, including the following
      coverages:

     

    (i) employee
      dishonesty -Two Million Dollars
      ($2,000,000.00);

    


    (ii) money
      and
      securities (inside) - One Million Dollars
      ($1,000,000.00);

    


    (iii) money
      and
      securities (outside) - One Million Dollars
      ($1,000,000.00);

    


    (iv) depositor's
      forgery - One Million Dollars
      ($1,000,000.00);

    


    (v) computer
      fraud - One Million Dollars
      ($1,000,000.00).

    


    The
      policy must be amended so that money is defined to include "tokens and chips"
      (as defined by the Gaming Laws). The policy may contain deductibles of no
      greater than Fifty Thousand Dollars
      ($50,000.00) for
      employee dishonesty and Twenty-Five Thousand Dollars
      ($25,000.00) for
      all
      coverages listed above.

     

    f.  Commercial
      General Liability (2000 ISO Form or Equivalent).
      Borrower shall maintain a commercial general liability policy with a One Million
      Dollar ($1,000,000.00) combined single limit for bodily injury and property
      damage, including products liability, contractual liability, and all standard
      policy form extensions. The policy must provide a Two Million Dollar
      ($2,000,000.00) general aggregate (per location, if multi-location risk) and
      be
      written on an "occurrence form". The policy will 

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

       

      also
        include extensions for liquor legal liability and employee benefits legal
        liability coverages. If the general liability policy contains a self-insured
        retention, it shall be no greater than Ten Thousand Dollars ($10,000.00)
        per
        occurrence, with an aggregate retention of no more than Five Hundred Thousand
        Dollars ($500,000.00), including expenses. The policy will also be broad
        enough
        to provide garage liability coverage for the business operation.

       

    

    The
      policy shall be endorsed to include Agent Bank as an additional insured on
      behalf of the Banks. Definition of additional insured shall include all
      officers, directors, employees, agents and representatives of the additional
      insured. The coverage for additional insured shall apply on a primary basis
      irrespective of any other insurance whether collectible or not (ISO Endorsement
      Form #CG 20261185 Additional Insured - Designated Person or Organization, or
      Equivalent).

     

    g.  Automobile.
      Borrower shall maintain a comprehensive automobile liability insurance policy
      written under coverage "symbol 1", providing a One Million Dollar
      ($1,000,000.00) combined single limit for bodily injury and property damage
      covering all owned, non-owned and hired vehicles of the Borrower. If the policy
      contains a self insured retention it shall be no greater than Ten Thousand
      Dollars ($10,000.00) per occurrence with an aggregate retention of no more
      than
      Five Hundred Thousand Dollars ($500,000.00), including expenses. The following
      additional coverages must be purchased by Borrower:

     

    (i)  Garagekeepers
      Legal Liability.
      Five
      Hundred Thousand Dollar ($500,000.00) limit for comprehensive and collision
      coverages for physical damage to vehicles in the Borrower's care, custody and
      control. The policy can be subject to a deductible of no greater than Five
      Thousand Dollars ($5,000.00) for each auto and Twenty-Five Thousand Dollars
      ($25,000.00) for each loss.

     

     

    h.  Workers
      Compensation and Employers Liability Insurance.
      Borrower shall maintain a standard workers compensation policy covering the
      state of Colorado and any other state where the company is operating, including
      employers liability coverage subject to a limit of no less than One Million
      Dollars ($1,000,000.00) each employee, One
      Million Dollars ($1,000,000.00) each
      accident, One
      Million Dollars ($1,000,000.00) policy
      limit. The policy shall include endorsements for voluntary compensation and
      stop
      gap liability. If the Borrower has elected to self-insure workers compensation
      coverage in the State of Colorado (or any other state), the Agent Bank must
      be
      furnished with a copy of the certificate from the state(s) permitting
      self-insurance and evidence of a stop loss excess workers compensation policy
      with a specific retention of no greater than Two Hundred Fifty Thousand Dollars
      ($250,000.00) per occurrence.

     

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

    i.  If
      Borrower's general liability and automobile policies include a self-insured
      retention, it is agreed and fully understood that Borrower is solely responsible
      for payment of all amounts due within said self-insured retentions. Any
      indemnification/hold harmless provision is extended to cover all liabilities
      associated with said self-insured retentions.

     

    j.  Umbrella
      Liability.
      An
      Umbrella Liability policy shall be purchased with a limit of not less than
      Fifteen Million Dollars ($15,000,000.00) during the Construction Period and
      Twenty-Five Million Dollars ($25,000,000.00) during all times on and after
      the
      Opening Date, providing excess coverage over all limits and coverages indicated
      in paragraphs (f), (g) and (h) above. The limits can be obtained by a
      combination of primary and excess umbrella policies, provided that all layers
      follow form with the underlying policies indicated in (f), (g) and (h) and
      are
      written on an "occurrence" form. This policy shall be endorsed to include the
      Agent Bank as an additional insured on behalf of the Banks, in the same manner
      set forth in Section 5.09(f) hereinabove.

     

     

    k.  Construction
      Insurance Coverages.
      Borrower shall obtain, or cause to be obtained and shall maintain, or caused
      to
      be maintained with respect to the Construction Projects at all times during
      the
      period in which the Construction Projects are under construction until the
      occurrence of the Completion Date, at its own cost and expense, the following
      policies:

     

    (i)  Builders
      Risk.
      All
      risk builders risk form providing property coverage during construction on
      a
      completed value form (representing one hundred percent (100%) of the anticipated
      construction cost). The policy will include endorsements extending coverage
      for
      (a) delay of opening for a period that represents ninety (90) days of the
      projected net income; (b) Soft Costs; (c) property in transit;
      (d) offsite storage. The policy can be subject to a deductible of no
      greater than Ten Thousand Dollars ($10,000.00) for property damage and ten
      (10)
      days for delay of opening. Agent Bank must be included as mortgagee and loss
      payee.

     

    (ii)  Owners/Contractors
      Protective Liability Policy ("OCP").
      During
      the Construction Period, OCP policies will be purchased and maintained by
      Borrower, or Borrower's General Contractors, providing separate liability
      coverage for Borrower and Agent Bank. The policy limit of liability will be
      no
      less than Two Million Dollars ($2,000,000.00).

     

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

     

    (iii)  Contractors/Sub-Contractors
      Insurance Requirements.
      Borrower shall require that the General Contractors and each Subcontractor
      party
      to a Major Subcontract with an expected or stated costs in excess of Fifty
      Thousand Dollars ($50,000.00) performing work at the Construction Projects
      comply with the minimum insurance requirements per Schedule 5.09(k)
      attached hereto and by this reference incorporated herein and made a part
      hereof.

     

    (iv)  On
      and
      after the Opening Date, the Construction Projects shall be protected by the
      insurance coverages required under Section 5.09 a through j.

     

    l.  All
      policies indicated above shall be written with insurance companies licensed
      and
      admitted to do business in all states where the Borrower is operating and shall
      be rated no lower than "A XII" in the most recent addition of A.M. Best's
      and "AA" in the most recent edition of Standard & Poor's, or such other
      carrier reasonably acceptable to Agent Bank. All policies discussed above shall
      be endorsed to provide that in the event of a cancellation, non-renewal or
      material modification, Agent Bank shall receive thirty (30) days prior written
      notice thereof. The Borrower shall furnish Agent Bank with certificates of
      insurance executed by an authorized agent evidencing compliance with all
      insurance provisions discussed above on an annual basis. The Borrower shall
      also
      furnish the Declaration (Front) page of each policy required hereunder and
      the
      actual policy endorsements evidencing appropriate status of Agent Bank (as
      mortgagee, loss payee and additional insured). Certificates of insurance
      executed by an authorized agent of each carrier providing insurance evidencing
      continuation of all coverages will be provided on the Closing Date and annually
      on or before ten (10) days prior to the expiration of each policy. All
      certificates and other notices related to the insurance program shall be
      delivered to Agent Bank concurrently with the delivery of such certificates
      or
      notices to such carrier or to Borrower.

     

    m.  Any
      other
      insurance reasonably requested by Agent Bank or Requisite Lenders in such amount
      and covering such risks as may be reasonably required and customary in the
      hotel/casino industry in the general location of the Casino Facility. Approval
      of any insurance by Agent Bank shall not be a representation of solvency of
      any
      insurer or the sufficiency of any coverage required under this Credit Agreement.
      All requirements are considered minimum in terms of the purchase and maintenance
      of insurance under this Credit Agreement.

     

    Section
      5.10.  Taxes.
      Throughout the term of the Bank Facilities, Borrower shall prepare and timely
      file or cause to be prepared and timely filed all federal, state and local
      tax
      returns required to be filed by it, and Borrower shall pay and 

     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

       

      discharge
        prior to delinquency all taxes, assessments and other governmental charges
        or
        levies imposed upon it, or in respect of any of any of its properties and
        assets
        except such taxes, assessments and other governmental charges or levies,
        if any,
        as are being contested in good faith by Borrower in the manner which is set
        forth for such contests by Section 4.07 herein.

    

     

    Section
      5.11.  Permitted
      Encumbrances Only.
      At all
      times throughout the term of the Bank Facilities, Borrower shall not create,
      incur, assume or suffer to exist any mortgage, deed of trust, pledge, lien,
      security interest, encumbrance, attachment, levy, distraint, or other judicial
      process and burdens of every kind and nature except the Permitted Encumbrances
      on or with respect to the Collateral, except (a) with respect to matters
      described in Sections 5.03 and 5.10 such items as are being contested in
      the manner described therein, and (b) with respect to any other items, if any,
      as are being contested in good faith by appropriate proceedings and for which
      Borrower has maintained adequate reserves for the payment thereof.

     

    Section
      5.12.  Advances.
      At any
      time during the term of the Bank Facilities, if Borrower should fail (a) to
      perform or observe, or (b) to cause to be performed or observed, any covenant
      or
      obligation of Borrower under this Credit Agreement or any of the other Loan
      Documents, and if such failure constitutes an Event of Default then Agent Bank,
      upon the giving of reasonable notice may (but shall be under no obligation
      to)
      take such steps as are necessary to remedy any such non-performance or
      non-observance and provide for payment thereof. All amounts advanced by Agent
      Bank or Lenders pursuant to this Section 5.12 shall become an additional
      obligation of Borrower to Lenders secured by the Deed of Trust and other Loan
      Documents, shall reduce the amount of Available Borrowings and shall become
      due
      and payable by Borrower on the next interest payment date, together with
      interest thereon at a rate per annum equal to the Default Rate (such interest
      to
      be calculated from the date of such advancement to the date of payment thereof
      by Borrower).

     

    Section
      5.13.  Further
      Assurances.
      Borrower will do, execute, acknowledge and deliver, or cause to be done,
      executed, acknowledged and delivered, such amendments or supplements hereto
      or
      to any of the Loan Documents and such further documents, instruments and
      transfers as Requisite Lenders or Agent Bank may reasonably require for the
      curing of any defect in the execution or acknowledgement hereof or in any of
      the
      Loan Documents, or in the description of the Collateral Properties or other
      Collateral or for the proper evidencing of giving notice of each lien or
      security interest securing repayment of the Bank
      Facilities.
      Further, upon the execution and delivery of the Deed of Trust and each of the
      Loan Documents and thereafter, from time to time, Borrower shall cause the
      Deed
      of Trust and each of the Loan Documents and each amendment and supplement
      thereto to be filed, registered and recorded and to be refiled, re-registered
      and re-recorded in such manner and in such places as may be reasonably required
      by the Requisite Lenders or Agent Bank, in order to publish notice 

     

    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

       

      of
        and
        fully protect the liens of the Deed of Trust and the Loan Documents and to
        protect or continue to perfect the security interests created by the Deed
        of
        Trust and Loan Documents in the Collateral Properties and Collateral and
        to
        perform or cause to be performed from time to time any other actions required
        by
        law and execute or cause to be executed any and all instruments of further
        assurance that may be reasonably requested by the Requisite Lenders or Agent
        Bank and necessary for such publication, perfection, continuation and
        protection.

    

     

    Section
      5.14.  Indemnification.
      Borrower agrees to and does hereby jointly and severally indemnify, protect,
      defend and save harmless Agent Bank and each of the Banks and their respective
      trustees, officers, employees, agents, attorneys and shareholders (individually
      an "Indemnified Party" and collectively the "Indemnified Parties") from and
      against any and all losses, damages, expenses or liabilities of any kind or
      nature from any suits, claims, or demands, including reason-able counsel fees
      incurred in investigating or defending such claim, suffered by any of them
      and
      caused by, relating to, arising out of, resulting from, or in any way connected
      with this Credit Agreement, with any other Loan Document or with the
      transactions contemplated herein and thereby; provided, however, Borrower shall
      not be obligated to indemnify, protect, defend or save harmless an Indemnified
      Party if, and to the extent, the loss, damage, expense or liability was caused
      by (a) the gross negligence or intentional misconduct of such Indemnified Party,
      (b) an event not caused by the Borrower that occurs after a foreclosure sale,
      whether by trustee, judicial sale or otherwise, or (c) the breach of this
      Credit Agreement or any other Loan Document by such Indemnified Party or the
      breach of any laws, rules or regulation by such Indemnified Party (other than
      those breaches of laws arising from Borrower's default). In case any action
      shall be brought against any Indemnified Party based upon any of the above
      and
      in respect to which indemnity may be sought against Borrower, Agent Bank shall
      promptly notify Borrower in writing, and Borrower shall assume the defense
      thereof, including the employment of counsel selected by Borrower and reasonably
      satisfactory to Indemnified Party, the payment of all costs and expenses and
      the
      right to negotiate and consent to settlement upon the consent of the Indemnified
      Party. Upon reasonable determination made by Indemnified Party that such counsel
      would have a conflict representing such Indemnified Party and Borrower, the
      applicable Indemnified Party shall have the right to employ separate counsel
      in
      any such action and to participate in the defense thereof. Borrower shall not
      be
      liable for any settlement of any such action effected without its consent,
      but
      if settled with Borrower's consent, or if there be a final judgment for the
      claimant in any such action, Borrower agrees to indemnify, defend and save
      harmless such Indemnified Parties from and against any loss or liability by
      reason of such settlement or judgment. The provisions of this Section 5.14
      shall
      survive the termination of this Credit Agreement and the repayment of the
Bank
      Facilities
      and the
      assignment or subparticipation of all or any portion of the Syndication Interest
      held by any Lender pursuant to Section 11.10.

     

    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    

     

    Section
      5.15.  Inspection
      of the Collateral and Appraisal.
      At all
      times during the term of the Bank
      Facilities,
      Borrower shall provide or cause to be provided to Banks and any authorized
      representatives of Banks, accompanied by representatives of Borrower, the
      reasonable right of entry and free access to the Collateral Properties to
      inspect same on reasonable prior notice to Borrower. If at any time any
      Qualified Appraisal of the Collateral Properties is required to be made by
      any
      banking regulatory authority or determined to be necessary by Agent Bank or
      Requisite Lenders after the occurrence of an Event of Default, Borrower agrees
      to pay all fees, costs and expenses incurred by Agent Bank in connection with
      the preparation of such Qualified Appraisal.

     

    Section
      5.16.  Compliance
      With Other Loan Documents.
      Borrower shall comply with each and every term, condition and agreement, and
      shall perform each and every obligation, contained in the Loan
      Documents.

     

    Section
      5.17.  Suits
      or Actions Affecting Borrower.
      Throughout the term of the Bank
      Facilities,
      Borrower shall promptly advise Agent Bank in writing within ten (10) days after
      Borrower obtains knowledge of (a) any claims, litigation, proceedings or
      disputes (whether or not purportedly on behalf of Borrower) against, or to
      the
      actual knowledge of Borrower, threatened or affecting Borrower which, if
      adversely determined, would result in a Material Adverse Change on the
      Collateral Properties or the business, operations or financial conditions of
      Borrower, (b) any material labor controversy resulting in or threatening to
      result in a strike against any of the Collateral Properties or Casino Facility,
      or (c) any proposal by any Governmental Authority to acquire any of the
      material assets or business of Borrower.

     

    Section
      5.18.  Compliance
      with Gaming Authorities.
      Borrower shall comply in all material respects with all applicable statutes,
      rules and regulations and shall timely file all reports and disclosures to
      all
      applicable Gaming Authorities.

     

    Section
      5.19.  Tradenames,
      Trademarks and Servicemarks.
      Borrower shall not assign or in any other manner alienate its interests in
      any
      material tradenames, trademarks or servicemarks relating or pertaining to the
      Casino Facility during the term of the Bank
      Facilities.
      Borrower shall not change its name without first giving at least thirty (30)
      days prior written notice to Agent Bank.

     

    Section
      5.20.  Notice
      of Hazardous Materials.
      During
      the term of the Bank Facilities, within ten (10) days after an executive officer
      of Borrower shall have obtained actual knowledge thereof, Borrower shall
      promptly advise Agent Bank and each of the Lenders in writing of and deliver
      a
      copy of: (a) any and all enforcement, clean-up, removal or other governmental
      or
      regulatory actions instituted or threatened by any Governmental Agency pursuant
      to any applicable federal, state or local laws, ordinances or regulations
      relating to any Hazardous Materials (as defined in the Environmental
      Certificate) affecting the Collateral Properties ("Hazardous Materials


     

    
      
        
        

      

      
        76

        
          

        

      

      
        
        

      

       

      Laws");
        (b) all written claims made or threatened by any third party against Borrower,
        the Collateral Properties, the Casino Facility, or any of them, relating
        to
        damage, contribution, cost recovery compensation, loss or injury resulting
        from
        any Hazardous Materials (the matters set forth in clauses (a) and (b) above
        are
        hereinafter referred to as "Hazardous Materials Claims"); and (c) the discovery
        of any occurrence or condition on any real property adjoining or in the vicinity
        of the Collateral Properties, the Casino Facility, or any of them, that could
        cause Borrower or any part thereof to be held liable under the provisions
        of, or
        to be otherwise subject to any restrictions on the ownership, occupancy,
        transferability or use of the Collateral Properties or the Casino Facility
        under, any Hazardous Materials Laws.

    

     

    Section
      5.21.  Compliance
      with Access Laws.
      

     

    a.  Borrower
      agrees that Borrower, the Casino Facility and the Collateral Properties shall
      at
      all times comply in all material respects with the requirements of the Americans
      with Disabilities Act of 1990; the Fair Housing Amendments Act of 1988; and
      other federal, state or local laws or ordinances related to disabled access;
      or
      any statute, rule, regulation, ordinance, order of Governmental Authorities,
      or
      order or decree of any court adopted or enacted with respect thereto, as now
      existing or hereafter amended or adopted (collectively, the "Access Laws").
      At
      any time, Agent Bank may require a certificate of compliance with the Access
      Laws and indemnification agreement in a form reasonably acceptable to Agent
      Bank. Agent Bank may also require a certificate of compliance with the Access
      Laws from an architect, engineer, or other third party acceptable to Agent
      Bank.

     

    b.  Borrower
      agrees to give prompt written notice to Agent Bank of the receipt by Borrower
      of
      any claims of material violation of any of the Access Laws and of the
      commencement of any proceedings or investigations which relate to compliance
      with any of the Access Laws.

     

    c.  Borrower
      shall indemnify, defend and hold harmless Indemnified Parties from and against
      any and all claims, demands, damages, costs, expenses, losses, liabilities,
      penalties, fines and other proceedings including, without limitation, reasonable
      attorneys' fees and expenses arising directly or indirectly from or out of
      or in
      any way connected with any failure of the Casino Facility or the Collateral
      Properties to comply with any of the Access Laws. The obligations and
      liabilities of Borrower under this section shall survive Bank
      Facilities
      Termination, any satisfaction, assignment, judicial or nonjudicial foreclosure
      proceeding, or delivery of a deed in lieu of foreclosure.

     

    Section
      5.22.  Compliance
      with Management Agreement.
      Until
      Bank Facilities Termination, Borrower shall fully perform and comply with or
      cause to be performed and complied with all of the respective material
      covenants, material terms 

     

    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

       

      and
        material conditions imposed or assumed by it under the Management Agreement.
        Until Bank Facilities Termination, Borrower shall not amend, modify or
        terminate, or enter into any agreement to amend, modify or terminate the
        Management Agreement without the prior written consent of Agent Bank, which
        consent shall not be unreasonably withheld or delayed, or if in the opinion
        of
        Agent Bank such amendment, modification or termination is materially adverse
        to
        Borrower, without the prior written consent of the Requisite
        Lenders.

    

     

    Section
      5.23.  Interest
      Rate Protection.
      On or
      before the Term Out Date, Borrower shall enter into a Secured Interest Rate
      Hedge acceptable to Agent Bank for at least seventy-five percent (75%) of the
      amount of the Bank Facilities for a period no less than the period commencing
      on
      the date of such Secured Interest Rate Hedge and ending on the Maturity
      Date.

     

     

    ARTICLE
      VI  

     

    FINANCIAL
      COVENANTS

    


    Until
      the
      occurrence of Bank Facilities Termination, Borrower agrees, as set forth below,
      to comply or cause compliance with the following Financial
      Covenants.

     

    Section
      6.01.  Total
      Leverage Ratio.
      Commencing as of the first full Fiscal Quarter ending subsequent to the Term
      Out
      Date and continuing as of each Fiscal Quarter end until Bank
      Facilities
      Termination, the Borrower shall maintain a Total Leverage Ratio no greater
      than
      the ratios described hereinbelow as of the end of each Fiscal Quarter in
      accordance with the following schedule, to be calculated: (i) as of the end
      of the first full Fiscal Quarter for a fiscal period consisting of the first
      full Fiscal Quarter following the Term Out Date, (ii) as of the end of the
      second full Fiscal Quarter for a fiscal period consisting of the first and
      second full Fiscal Quarters following the Term Out Date, (iii) as of the
      end of the third full Fiscal Quarter for a fiscal period consisting of the
      first, second and third full Fiscal Quarters following the Term Out Date, and
      (iv) as of the end of the fourth full Fiscal Quarter following the Term Out
      Date and as of each Fiscal Quarter end thereafter occurring, for a fiscal period
      consisting of each such Fiscal Quarter and the most recently ended three (3)
      preceding Fiscal Quarters on a rolling four (4) Fiscal Quarter
      basis:

     

     

    
      
        
        

      

      
        78

        
          

        

      

      
        
        

      

    

     

    
      	
               

               

              Fiscal
                Quarter End

               

            	
               

              Maximum
                Total

              Leverage
                Ratio

               

            
	
              As
                of the end of the first (1st)
                full Fiscal Quarter ending subsequent to the Term Out Date and as
                of each
                Fiscal Quarter end through the fourth (4th)
                Fiscal Quarter ending subsequent to the Term Out Date 

            	
               

               

              4.75
                to 1.00

            
	
              As
                of the fifth (5th)
                through eighth (8th)
                Fiscal Quarter ends occurring subsequent to the Term Out
                Date

            	
               

              4.50
                to 1.00

            
	
              As
                of the ninth (9th)
                through twelfth (12th)
                Fiscal Quarter ends occurring subsequent to the Term Out Date
                

            	
               

              4.00
                to 1.00

            
	
              As
                of the thirteenth (13th)
                through sixteenth (16th)
                Fiscal Quarter ends occurring subsequent of the Term Out
                Date

            	
               

              3.25
                to 1.00

            
	
              As
                of the seventeenth (17th)
                Fiscal Quarter end occurring subsequent to the Term Out Date and
                as of
                each Fiscal Quarter end thereafter occurring until Bank Facilities
                Termination

            	
               

               

              2.75
                to 1.00

            


    

     

    Section
      6.02.  Senior
      Leverage Ratio.
      Commencing as of the first full Fiscal Quarter ending subsequent to the Term
      Out
      Date and continuing as of each Fiscal Quarter end until Bank
      Facilities
      Termination, the Borrower shall maintain a Senior Leverage Ratio no greater
      than
      the ratios described hereinbelow as of the end of each Fiscal Quarter in
      accordance with the following schedule, to be calculated: (i) as of the end
      of the first full Fiscal Quarter for a fiscal period consisting of the first
      full Fiscal Quarter following the Term Out Date, (ii) as of the end of the
      second full Fiscal Quarter for a fiscal period consisting of the first and
      second full Fiscal Quarters following the Term Out Date, (iii) as of the
      end of the third full Fiscal Quarter for a fiscal period consisting of the
      first, second and third full Fiscal Quarters following the Term Out Date, and
      (iv) as of the end of the fourth full Fiscal Quarter following the Term Out
      Date and as of each Fiscal Quarter end thereafter occurring, for a fiscal period
      consisting of each such Fiscal Quarter and the most recently ended three (3)
      preceding Fiscal Quarters on a rolling four (4) Fiscal Quarter
      basis:

     

    
      
        
        

      

      
        79

        
          

        

      

      
        
        

      

    

    
      	
               

              Fiscal
                Quarter End

               

            	
               

              Maximum
                Senior

              Leverage
                Ratio

               

            
	
              As
                of the first (1st)
                through fourth (4th)
                Fiscal Quarter ends occurring subsequent to the Term Out Date
                

            	
               

               

              4.25
                to 1.00

            
	
              As
                of the fifth (5th)
                through eighth (8th)
                Fiscal Quarter ends occurring subsequent to the Term Out
                Date

            	
               

              3.75
                to 1.00

            
	
              As
                of the ninth (9th)
                through twelfth (12th)
                Fiscal Quarter ends occurring subsequent to the Term Out Date
                

            	
               

              3.25
                to 1.00

            
	
              As
                of the thirteenth (13th)
                through sixteenth (16th)
                Fiscal Quarter ends occurring subsequent of the Term Out
                Date

            	
               

              2.75
                to 1.00

            
	
              As
                of the seventeenth (17th)
                Fiscal Quarter end occurring subsequent to the Term Out Date and
                as of
                each Fiscal Quarter end thereafter occurring until Bank Facilities
                Termination

            	
               

               

              2.25
                to 1.00

            


    

     

    Section
      6.03.  Adjusted
      Fixed Charge Coverage Ratio.
      Commencing as of the first full Fiscal Quarter ending subsequent to the Term
      Out
      Date and continuing as of each Fiscal Quarter end until Bank
      Facilities
      Termination, the Borrower shall maintain an Adjusted Fixed Charge Coverage
      Ratio
      no less than the ratios described hereinbelow as of the end of each Fiscal
      Quarter in accordance with the following schedule, to be calculated: (i) as
      of the end of the first full Fiscal Quarter for a fiscal period consisting
      of
      the first full Fiscal Quarter following the Term Out Date, (ii) as of the
      end of the second full Fiscal Quarter for a fiscal period consisting of the
      first and second full Fiscal Quarters following the Term Out Date, (iii) as
      of the end of the third full Fiscal Quarter for a fiscal period consisting
      of
      the first, second and third full Fiscal Quarters following the Term Out Date,
      and (iv) as of the end of the fourth full Fiscal Quarter following the Term
      Out Date and as of each Fiscal Quarter end thereafter occurring, for a fiscal
      period consisting of each such Fiscal Quarter and the most recently ended three
      (3) preceding Fiscal Quarters on a rolling four (4) Fiscal Quarter
      basis:

     

     

    
      
        
        

      

      
        80

        
          

        

      

      
        
        

      

    

     

    
      	
               

              Fiscal
                Quarter End

            	
              Minimum
                Adjusted 

              Fixed
                Charge Coverage

            
	
              As
                of the first (1st)
                through fourth (4th)
                Fiscal Quarter ends occurring subsequent to the Term Out
                Date

            	
               

              1.10
                to 1.00

            
	
              As
                of the fifth (5th)
                Fiscal Quarter end occurring subsequent to the Term Out Date and
                as of
                each Fiscal Quarter end thereafter occurring until Bank Facilities
                Termination

            	
               

               

              1.15
                to 1.00

            


    

     

    Section
      6.04.  Minimum
      Annualized EBITDAM.
      Commencing as of the first full Fiscal Quarter ending subsequent to the Term
      Out
      Date and continuing as of each Fiscal Quarter End until the occurrence of Bank
      Facilities Termination, the Borrower shall maintain as of the end of each Fiscal
      Quarter an Annualized EBITDAM of no less than the amounts described hereinbelow
      as of the end of each Fiscal Quarter in accordance with the following
      schedule:

     

    
      	
               

              Fiscal
                Quarter End

            	
              Minimum
                Amount of

              Annualized
                EBITDAM

            
	
              As
                of the first (1st)
                through eighth (8th)
                Fiscal Quarter ends occurring subsequent to the Term Out Date
                

            	
               

              $8,000,000.00

            
	
              As
                of the ninth (9th)
                through sixteenth (16th)
                Fiscal Quarter ends occurring subsequent to the Term Out
                Date

            	
               

              $8,250,000.00

            
	
              As
                of the seventeenth (17th)
                Fiscal Quarter end occurring subsequent to the Term Out Date and
                as of
                each Fiscal Quarter end thereafter occurring until Bank Facilities
                Termination

            	
               

               

              $8,500,000.00

            


    

     

    Section
      6.05.  Limitation
      on Indebtedness.
      Borrower shall not owe or incur any Indebtedness, except as specifically
      permitted hereinbelow:

     

    a.  Funded
      Term Outstandings under the C/T Loan;

     

    b.  Funded
      RLC Outstandings under the Revolving Credit Facility;

     

    c.  Secured
      Interest Rate Hedges up to the aggregate amount of Thirty-Five Million Dollars
      ($35,000,000.00) at any time outstanding;

     

    
      
        
        

      

      
        81

        
          

        

      

      
        
        

      

    

    d.  Secured
      purchase money Indebtedness and Capitalized Lease Liabilities relating to
      FF&E used and to be used in connection with the Casino Facility up to the
      maximum aggregate principal amount of Five Hundred Thousand Dollars
      ($500,000.00) at any time outstanding;

     

    e.  Unsecured
      Indebtedness (other than as set forth in (f) and (g) hereinbelow) up to the
      maximum aggregate amount of One Million Dollars ($1,000,000.00) at any time
      outstanding;

     

    f.  Unsecured
      trade payable incurred in the ordinary course of business less than one hundred
      twenty (120) days past due; and 

     

    g.  Subordinated
      Debt consisting of the following:

     

    (i)  The
      CCVLLC Subordinated Debt. Notwithstanding anything contained in the Payment
      Subordination Agreement executed in connection with the CCVLLC Subordinated
      Note, payments otherwise permitted thereunder may only be made and paid so
      long
      as the Adjusted Fixed Charge Coverage Ratio of the Borrower as of the most
      recently ended Fiscal Quarter would comply with the requirements of Section
      6.03, calculated on a pro forma basis based on the assumption that the proposed
      payment under the CCVLLC Subordinated Note had occurred during the most recently
      ended Fiscal Quarter;

     

    (ii)  The
      CCI
      Subordinated Debt;

     

    (iii)  Other
      unsecured Indebtedness (i) that has met the requirements contained in the
      definition of Subordinated Debt, (ii) for which a Payment Subordination
      Agreement has been executed by all applicable Persons; and 

     

    (iv)  Which
      does not permit payments or enforcement rights until Bank Facilities Termination
      and payment in full of the CCVLLC Subordinated Note and the CCI Subordinated
      Note.

     

    Section
      6.06.  Restriction
      on Distributions.

     

    a.  Borrower
      shall not make any Distributions during any period in which a Default or Event
      of Default has occurred and remains continuing; and

     

    b.  Subject
      to the provisions set forth in Subsection (a) hereinabove, Distributions may
      be
      paid (i) at the end of the Fiscal Year ending 

     

    
      
        
        

      

      
        82

        
          

        

      

      
        
        

      

       

      December
        31, 2006 as a Tax Distribution for the 2006 Fiscal Year, and (ii) at any
        time and from time to time following the occurrence of four (4) full Fiscal
        Quarters following the Term Out Date, so long as the Adjusted Fixed Charge
        Coverage Ratio of the Borrower as of the most recently ended Fiscal Quarter
        would comply with the requirements of Section 6.03, calculated on a pro
        forma basis based on the assumption that the payment of such Distributions
        had
        occurred during the most recently ended Fiscal Quarter.

    

     

    Section
      6.07.  Capital
      Expenditures Requirements.
      Commencing as of the first full Fiscal Quarter ending subsequent to the Term
      Out
      Date and continuing as of each Fiscal Quarter end until Bank Facilities
      Termination, Borrower shall make or cause to be made, Maintenance Capital
      Expenditures to the Casino Facility in a minimum aggregate amount equal to
      or
      greater ("Minimum Maintenance Cap Ex Requirement") than the minimum percentages
      described hereinbelow as of the end of each applicable period, as a percentage
      of gross gaming revenues derived from the Casino Facility by the Borrower during
      each such applicable period, but in no event shall Maintenance Capital
      Expenditures made during any applicable period be greater than a maximum
      aggregate amount equal to six percent (6%) of gross gaming revenues ("Maximum
      Maintenance Cap Ex Limit") derived from the Casino Facility by the Borrower
      during each such applicable period:.

     

    
      	
               

               

               

              Fiscal
                Quarter End

            	
              Minimum
                Maintenance Cap Ex Requirement

            	
               

              Maximum
                Maintenance Cap Ex Limit

            
	
              As
                of the first (1st)
                through fourth (4th)
                Fiscal Quarter ends occurring subsequent to the Term Out Date
                

            	
               

               

              1.0%

            	
               

               

              6.0%

            
	
              As
                of the fifth (5th)
                through eighth (8th)
                Fiscal Quarter ends occurring subsequent to the Term Out
                Date

            	
               

               

              1.5%

            	
               

               

              6.0%

            
	
              As
                of the ninth (9th)
                through twelfth (12th)
                Fiscal Quarter ends occurring subsequent to the Term Out Date and
                as of
                each four consecutive Fiscal Quarter period ending thereafter until
                Bank
                Facilities Termination

            	
               

              2.0%

            	
               

               

              6.0%

            


    

     

    
      
        
        

      

      
        83

        
          

        

      

      
        
        

      

    

    Section
      6.08.  Contingent
      Liability(ies).
      The
      Borrower shall not directly or indirectly incur any Contingent Liability(ies)
      without the prior written consent of Requisite Lenders.

     

    Section
      6.09.  Investment
      Restrictions.
      Other
      than Investments permitted herein or approved in writing by Requisite Lenders,
      the Borrower shall not make any Investments (whether by way of loan, stock
      purchase, capital contribution, or otherwise) other than the
      following:

     

    a.  Cash,
      Cash Equivalents and direct obligations of the United States
      Government;

     

    b.  Prime
      commercial paper (AA rated or better);

     

    c.  Certificates
      of deposit or repurchase agreement issued by a commercial bank having capital
      surplus in excess of One Hundred Million Dollars ($100,000,000.00);

     

    d.  Money
      market or other funds of nationally recognized institutions investing solely
      in
      obligations described in (a), (b) and (c) above; and

     

    e.  Maintenance
      Capital Expenditures for the Casino Facility to the extent permitted
      herein.

     

    Section
      6.10.  Total
      Liens.
      Borrower shall not directly or indirectly, create, incur, assume or permit
      to
      exist any Lien on or with respect to any of the Collateral, whether now owned
      or
      hereafter acquired, or any income or profits therefrom, or file or cause the
      filing of, or permit to remain in effect, any financing statement or other
      similar notice of any Lien with respect to any of the Collateral under the
      Uniform Commercial Code of any State or under any similar recording or notice
      statute, except Permitted Encumbrances.

     

    Section
      6.11.  No
      Change of Control.
      Until
      the occurrence of Bank Facilities Termination, no Change of Control shall
      occur.

     

    Section
      6.12.  Sale
      of Assets, Consolidation, Merger, or Liquidation.
      Other
      than as approved in writing by Requisite Lenders, Borrower shall not wind up,
      liquidate or dissolve its affairs or enter into any transaction of merger or
      consolidation, or convey, sell, lease or otherwise dispose of (or make an
      agreement to do any of the foregoing at any time prior to Bank Facilities
      Termination) all or any part of its properties or assets, except that the
      following shall be permitted:

     

    a.  The
      Borrower may make sales of inventory in the ordinary course of
      business;

     

     

    
      
        
        

      

      
        84

        
          

        

      

      
        
        

      

    

    b.  So
      long
      as no Default or Event of Default shall have occurred and remains continuing
      the
      Borrower may, in the ordinary course of business and subject to the provisions
      of subsection (c) hereinbelow, sell FF&E and other items of
      Collateral that are, in Borrower's prudent business judgment, obsolete or no
      longer necessary for the Borrower's business objectives;

     

    c.  If
      the
      Borrower should sell, transfer, convey or otherwise dispose of any FF&E and
      not within thirty (30) days of such sale, transfer, conveyance or other
      disposition replace such FF&E with purchased items of equivalent value and
      utility or replace said FF&E with leased FF&E of equivalent value and
      utility, to the extent the Net Proceeds thereof not used to replace FF&E
      exceed a cumulative aggregate value of Ten Thousand Dollars ($10,000.00) during
      any Fiscal Year (the "Excess Capital Proceeds"), the Borrower shall be required
      to, prior to thirty (30) days following such sale, transfer, conveyance or
      other
      disposition; permanently reduce the C/T Loan with a Mandatory Prepayment in
      the
      amount of the Excess Capital Proceeds, subject, however, to the right of Agent
      Bank to verify to its reasonable satisfaction the amount of said Excess Capital
      Proceeds.

     

    Section
      6.13.  ERISA.
      Borrower shall not:

     

    a.  At
      any
      time, permit any Pension Plan which is maintained by Borrower or to which
      Borrower is obligated to contribute on behalf of its employees, in such case
      if
      to do so would result in a Material Adverse Change, to:

     

    (i)  engage
      in
      any non-exempt "prohibited transaction", as such term is defined in
      Section 4975 of the Code;

     

    (ii)  incur
      any
      material "accumulated funding deficiency", as that term is defined in
      Section 302 of ERISA; or

     

    (iii)  suffer
      a
      termination event to occur which may reasonably be expected to result in
      liability of Borrower to the Pension Plan or to the Pension Benefit Guaranty
      Corporation or the imposition of a lien on the Collateral pursuant to
      Section 4068 of ERISA.

     

    b.  Fail,
      upon Borrower becoming aware thereof, promptly to notify the Agent Bank of
      the
      occurrence of any Reportable Event with respect to any Pension Plan or of any
      non-exempt "prohibited transaction" (as defined in Section 4975 of the
      Code) with respect to any Pension Plan which is maintained by Borrower or to
      which Borrower is obligated to contribute on behalf of its employees or any
      trust created thereunder which Reportable Event or prohibited transaction would
      result in a Material Adverse Change.

     

     

    
      
        
        

      

      
        85

        
          

        

      

      
        
        

      

    

    c.  At
      any
      time, permit any Pension Plan which is maintained by Borrower or to which
      Borrower is obligated to contribute on behalf of its employees to fail to comply
      with ERISA or other applicable laws in any respect that would result in a
      Material Adverse Effect.

     

    Section
      6.14.  Margin
      Regulations.
      No part
      of the proceeds of the Bank Facilities will be used by Borrower to purchase
      or
      carry any Margin Stock or to extend credit to others for the purpose of
      purchasing or carrying any Margin Stock. Neither the making of such loans,
      nor
      the use of the proceeds of such loans will violate or be inconsistent with
      the
      provisions of Regulations T, U or X of the Board of Governors of the Federal
      Reserve System.

     

    Section
      6.15.  Transactions
      with Affiliates.
      Borrower shall not engage in any transaction with any Affiliate of Borrower,
      other than arms length transactions for fair market value, except to the extent
      more favorable to the Borrower. Notwithstanding the foregoing, however, Lenders
      shall and do hereby consent to the engagement of the services of an Operating
      Manager pursuant to a Management Agreement subject to compliance with the
      requirements of Section 5.22 and each of the Subordinated
      Notes.

     

    Section
      6.16.  Limitation
      on Subsidiaries.
      Borrower shall not create any Subsidiaries without the prior written consent
      of
      Requisite Lenders.

     

    Section
      6.17.  Change
      in Accounting Principles.
      Except
      as otherwise provided herein, if any changes in accounting principles from
      those
      used in the preparation of the most recent financial statements delivered to
      Agent Bank pursuant to the terms hereof are hereinafter required or permitted
      by
      the rules, regulations, pronouncements and opinions of the Financial Accounting
      Standards Board or the American Institute of Certified Public Accountants (or
      successors thereto or agencies with similar functions) and are adopted by the
      Borrower with the agreement of its independent certified public accountants
      and
      such changes result in a change in the method of calculation of any of the
      financial covenants, standards or terms found herein, the parties hereto agree
      to enter into negotiations in order to amend such provisions so as to equitably
      reflect such changes with the desired result that the criteria for evaluating
      the financial condition of Borrower shall be the same after such changes as
      if
      such changes had not been made; provided, however, that no change in GAAP that
      would affect the method of calculation of any of the financial covenants,
      standards or terms shall be given effect in such calculations until such
      provisions are amended, in a manner satisfactory to Agent Bank and Requisite
      Lenders, to so reflect such change in accounting principles.

     

     

    
      
        
        

      

      
        86

        
          

        

      

      
        
        

      

    

    ARTICLE
      VII  

     

    EVENTS
      OF DEFAULT

     

    Section
      7.01.  Events
      of Default.
      Any of
      the following events and the passage of any applicable notice and cure periods
      shall constitute an Event of Default hereunder:

     

    a.  Any
      representation or warranty made by Borrower pursuant to or in connection with
      this Credit Agreement, the C/T Note, the Revolving Credit Note, the
      Environmental Certificate, or any other Loan Document or in any report,
      certificate, financial statement or other writing furnished by Borrower in
      connection herewith, shall prove to be false, incorrect or misleading in any
      materially adverse aspect as of the date when made (unless cured within thirty
      (30) days of the date when made if such representation or warranty is capable
      of
      being cured);

     

    b.  Borrower
      shall have defaulted in the payment of any interest owing hereunder or on the
      C/T Note or on the Revolving Credit Note for a period of five (5) days from
      the
      date that such payment is due or shall have defaulted in the payment of any
      principal owing hereunder on the C/T Note or on the Revolving Credit Note for
      a
      period of two (2) days from the date that such payment is due;

     

    c.  Borrower
      shall have defaulted under the terms of any other obligation owing Agent Bank,
      which default continues beyond any applicable grace period therein contained
      and
      such failure shall continue for a period of more than ten (10) days after
      written notice thereof is delivered to Borrower;

     

    d.  Borrower
      shall have defaulted in the payment of any late charge, Nonusage Fees, expenses,
      indemnities or any other amount owing under any Loan Document or under the
      Fee
      Side Letter for a period of five (5) days after written notice thereof to
      Borrower from Agent Bank;

     

    e.  Borrower
      shall fail duly and punctually to perform or comply with: (i) any term,
      covenant, condition or promise contained in Sections 6.01, 6.02, 6.03,
      6.04, 6.05, 6.06, 6.07, 6.08, 6.09, 6.10 or 6.11, or (ii) any other term,
      covenant, condition or promise contained in this Credit Agreement, the Notes,
      the Deed of Trust or any other Loan Document and, in the case of any term,
      covenant, condition or promise covered by this clause (ii), such failure shall
      continue thirty (30) days after written notice thereof is delivered to Borrower
      by Agent Bank or any Lender of such failure;

     

    f.  Any
      of
      the Security Documentation or any provision thereof: (i) shall cease to be
      in full force and effect in any material respect, or (ii) shall cease to give
      the Agent Bank in any material respect the liens, rights, powers and privileges
      

     

    
      
        
        

      

      
        87

        
          

        

      

      
        
        

      

       

      purported
        to be created thereby, or (iii) the Borrower shall default in the due
        performance or observance of any term, covenant or agreement on its part
        to be
        performed or observed pursuant to the Security Documentation for a period
        of
        thirty (30) days after written notice thereof is delivered to Borrower by
        Agent
        Bank of such failure (or such shorter period following such notice as may
        be
        specifically required in any Loan Document);

    

     

    g.  Borrower
      shall commence a voluntary case or other proceeding seeking liquidation,
      reorganization or other relief with respect to it or its debts under the
      Bankruptcy Code or any bankruptcy, insolvency or other similar law now or
      hereafter in effect or seeking the appointment of a trustee, receiver,
      liquidator, custodian or other similar official, for all or substantially all
      of
      its property, or shall consent to any such relief or to the appointment or
      taking possession by any such official in any involuntary case or other
      proceeding against it;

     

    h.  An
      involuntary case or other proceeding shall be commenced against Borrower seeking
      liquidation, reorganization or other relief with respect to itself or its debts
      under the Bankruptcy Code or any bankruptcy, insolvency or other similar law
      now
      or hereafter in effect or seeking the appointment of a trustee, receiver,
      liquidator, custodian or other similar official, for all or substantially all
      of
      its property, and such involuntary case or other proceeding shall remain
      undismissed and unstayed for a period of ninety (90) days;

     

    i.  Borrower
      makes an assignment for the benefit of its creditors or admits in writing its
      inability to pay its debts generally as they become due;

     

    j.  Borrower
      shall fail to make any payment when due (whether by scheduled maturity, required
      prepayment, offer to purchase, redemption, acceleration, demand or otherwise,
      in
      each case beyond the grace period provided with respect to such Indebtedness)
      on
      any Indebtedness, if the aggregate amount of such Indebtedness is Five Hundred
      Thousand Dollars ($500,000.00), or more, or any breach, default or event of
      default shall occur, or any other event shall occur or condition shall exist,
      under any instrument, agreement or indenture pertaining thereto if the effect
      thereof is to accelerate, the maturity of any such Indebtedness; or any such
      Indebtedness shall be declared to be due and payable or shall be required to
      be
      prepaid, purchased or redeemed (other than by a regularly scheduled required
      prepayment) prior to the stated maturity thereof, or the holder of any lien
      in
      any amount, shall commence foreclosure of such lien upon property of Borrower
      having a value in excess of Ten Thousand Dollars ($10,000.00) and such
      foreclosure shall continue against such property to a date less than thirty
      (30)
      days prior to the date of the proposed foreclosure sale;

     

     

    
      
        
        

      

      
        88

        
          

        

      

      
        
        

      

    

    k.  The
      occurrence of any event of default, beyond any applicable grace period, under
      the terms of any agreement with any Lender in connection with a Secured Interest
      Rate Hedge relating to the Bank Facilities;

     

    l.  Borrower
      shall be voluntarily or involuntarily divested of title or possession of any
      Collateral Property or shall lease or in any other manner, voluntarily or
      involuntarily alienate any of its interest in any Collateral Property or any
      portion of the Casino Facility, other than the Permitted Encumbrances and as
      permitted in Section 5.01;

     

    m.  The
      occurrence of any Reportable Event with respect to a Pension Plan which Agent
      Bank determines in good faith constitutes proper grounds for the termination
      of
      any Pension Plan by the Pension Benefit Guaranty Corporation or for the
      appointment by an appropriate United States District Court of a trustee to
      administer any such plan that would result in a Material Adverse Change, should
      occur and should continue for thirty (30) days after written notice of such
      determination shall have been given to Borrower by Agent Bank;

     

    n.  Commencement
      against Borrower, any time after the execution of this Credit Agreement, of
      any
      litigation which is not stayed, bonded, dismissed, terminated or disposed of
      to
      the satisfaction of Agent Bank within ninety (90) days after its commencement,
      and which (i) has a reasonable probability of success, and could, if successful,
      in the reasonable opinion of Agent Bank, materially and adversely affect the
      priority of the Liens granted Agent Bank by the Deed of Trust in the Collateral
      Properties, or (ii) results in the issuance of a preliminary or permanent
      injunction which is not dissolved or stayed pending appeal within sixty (60)
      days of its issuance and which preliminary or permanent injunction materially
      adversely affects Borrower's right to use the Collateral Properties as the
      Casino Facility;

     

    o.  Failure
      to obtain all necessary licenses, consents, approvals and permits necessary
      to
      operate gaming activities and otherwise operate the Casino Facility prior to
      the
      Term Out Date or the loss or suspension, other than on account of casualty,
      condemnation or other forces majeure, of Borrower's Gaming Permits or the
      failure of Borrower to maintain gaming activities at the Casino Facility other
      than on account of casualty, condemnation or other forces majeure at least
      to
      the same general extent as is presently contemplated thereon for a period in
      excess of thirty (30) consecutive days;

     

    p.  Any
      money
      judgment, writ or warrant of attachment or similar process involving (i) in
      any individual case an amount in excess of One Hundred Thousand Dollars
      ($100,000.00) or (ii) in the aggregate at any time an amount in excess of
      Two Hundred Fifty Thousand Dollars ($250,000.00) (in either case not adequately
      covered by insurance as to which a solvent and unaffiliated insurance


     

    
      
        
        

      

      
        89

        
          

        

      

      
        
        

      

       

      company
        has acknowledged coverage) shall be entered or filed against Borrower or
        any of
        its respective assets and shall remain unpaid, undischarged, unvacated, unbonded
        or unstayed for a period of sixty (60) days (or in any event later than five
        (5)
        days prior to the date of any proposed sale thereunder);

    

     

    q.  Any
      order, judgment or decree shall be entered against Borrower decreeing its
      involuntary dissolution or split up and such order shall remain undischarged
      and
      unstayed for a period in excess of thirty (30) days, or Borrower shall otherwise
      dissolve or cease to exist;

     

    r.  The
      occurrence of any Change of Control;

     

    s.  The
      Completion Date shall not have occurred on or before the Construction Completion
      Deadline; or

     

    t.  The
      occurrence of any default under the Completion Guaranty or the revocation,
      termination or repudiation of the Completion Guaranty prior to the full payment
      of all costs and expenses of completing construction and development of the
      Construction Projects and the occurrence of the Completion Date.

     

    Section
      7.02.  Default
      Remedies.
      Upon
      the occurrence of any Event of Default, Agent Bank may and, upon the consent
      or
      direction of Requisite Lenders, shall declare the unpaid balance of the Notes,
      together with the interest thereon, to be fully due and payable, and Agent
      Bank
      shall, upon the consent or direction of Requisite Lenders, exercise any or
      all
      of the following remedies:

     

    a.  Terminate
      the obligation of Lenders to make any advances for Borrowings and/or
      Construction Disbursements and may declare all outstanding unpaid Indebtedness
      hereunder and under the Notes and other Loan Documents together with all accrued
      interest thereon immediately due and payable without presentation, demand,
      protest or notice of any kind. This remedy will be deemed to have been
      automatically exercised on the occurrence of any event set out in
      Sections 7.01 (g), (h) or (i).

     

    b.  Terminate
      the obligation of the L/C Issuer to issue Letters of Credit and shall direct
      the
      Borrower to pay to the L/C Issuer an amount in Cash equal to the then
      outstanding L/C Exposure, such Cash to be held by L/C Issuer in the Cash
      Collateral Account as security for the repayment of all L/C Reimbursement
      Obligations thereafter occurring. This remedy will be deemed to have been
      automatically exercised on the occurrence of any event set out in
      Sections 7.01(g), (h) or (i).

     

    c.  The
      Banks
      and/or Agent Bank may exercise any and all remedies available to Banks or Agent
      Bank under the Loan Documents.

     

     

    
      
        
        

      

      
        90

        
          

        

      

      
        
        

      

    

    d.  In
      the
      event Borrower has failed to provide any insurance required under
      Section 5.09, Agent Bank may elect at its discretion to purchase such
      insurance. All payments made by Agent Bank for the purpose of providing the
      insurance coverages required under Section 5.09 shall be deemed amounts
      advanced under Section 5.12 of this Credit Agreement.

     

    e.  The
      Banks
      and/or Agent Bank may exercise any other remedies available to Banks or Agent
      Bank at law or in equity, including requesting the appointment of a receiver
      to
      perform any acts required of Borrower under this Credit Agreement, and Borrower
      hereby specifically consents to any such request by Banks.

     

              For
      the purpose of carrying out
      this section and exercising these rights, powers and privileges, Borrower hereby
      irrevocably constitutes and appoints Agent Bank as its true and lawful
      attorney-in-fact to execute, acknowledge and deliver any instruments and do
      and
      perform any acts such as are referred to in this paragraph in the name and
      on
      behalf of Borrower. Agent Bank on behalf of Lenders may exercise one or more
      of
      Lenders' remedies simultaneously and all its remedies are nonexclusive and
      cumulative. Agent Bank and Lenders shall not be required to pursue or exhaust
      any Collateral or remedy before pursuing any other Collateral or remedy. Agent
      Bank and Lenders' failure to exercise any remedy for a particular default shall
      not be deemed a waiver of (i) such remedy, nor their rights to exercise any
      other remedy for that default, nor (ii) their right to exercise that remedy
      for
      any subsequent default. 

     

    Section
      7.03.  Application
      of Proceeds.
      All
      payments and proceeds received and all amounts held or realized from the sale
      or
      other disposition of the Collateral Properties and/or Collateral, which are
      to
      be applied hereunder towards satisfaction of Borrower's obligations under the
      Bank Facilities, shall be applied in the following order of
      priority:

     

    a.  First,
      to
      the payment of all reasonable fees, costs and expenses (including reasonable
      attorney's fees and expenses) incurred by Agent Bank and Banks, their agents
      or
      representatives in connection with the realization upon any of the
      Collateral;

     

    b.  Next,
      to
      the payment in full of any other amounts due under this Credit Agreement, the
      Deed of Trust, or any other Loan Documents (other than the Notes);

     

    c.  Next,
      to
      the balance of interest remaining unpaid on the Notes on a pro rata
      basis;

     

    d.  Next,
      to
      the balance of principal remaining unpaid on the Notes on a pro rata
      basis;

     

     

    
      
        
        

      

      
        91

        
          

        

      

      
        
        

      

    

    e.  Next,
      the
      balance, if any, of such payments or proceeds to whomever may be legally
      entitled thereto.

     

    Section
      7.04.  Notices.
      In
      order to entitle Agent Bank and/or Banks to exercise any remedy available
      hereunder, it shall not be necessary for Agent Bank and/or Banks to give any
      notice, other than such notice as may be required expressly herein or by
      applicable law.

     

    Section
      7.05.  Agreement
      to Pay Attorney's Fees and Expenses.
      Subject
      to the provisions of Section 11.14, upon the occurrence of an Event of
      Default, as a result of which Agent Bank shall require and employ attorneys
      or
      incur other expenses for the collection of payments due or to become due or
      the
      enforcement or performance or observance of any obligation or agreement on
      the
      part of Borrower contained herein, Borrower shall, on demand, pay to Agent
      Bank
      the reasonable fees of such attorneys and such other reasonable expenses so
      incurred by Agent Bank.

     

    Section
      7.06.  No
      Additional Waiver Implied by One Waiver.
      In the
      event any agreement contained in this Credit Agreement should be breached by
      either party and thereafter waived by the other party, such waiver shall be
      limited to the particular breach so waived and shall not be deemed to waive
      any
      other breach hereunder.

     

    Section
      7.07.  Licensing
      of Agent Bank and Lenders.
      In the
      event of the occurrence of an Event of Default hereunder or under any of the
      Loan Documents and it shall become necessary, or in the opinion of Requisite
      Lenders advisable, for an agent, supervisor, receiver or other representative
      of
      Agent Bank and Banks to become licensed under the provisions of the laws and/or
      regulations of the Colorado Gaming Authorities as a condition to receiving
      the
      benefit of any Collateral encumbered by the Deed of Trust or other Loan
      Documents for the benefit of Lenders or otherwise to enforce their rights
      hereunder, Borrower hereby gives its consent to the granting of such license
      or
      licenses and agrees to execute such further documents as may be required in
      connection with the evidencing of such consent.

     

    Section
      7.08.  Exercise
      of Rights Subject to Applicable Law.
      All
      rights, remedies and powers provided by this Article VII may be exercised only
      to the extent that the exercise thereof does not violate any applicable
      provision of the laws of any Governmental Authority and all of the provisions
      of
      this Article VII are intended to be subject to all applicable mandatory
      provisions of law that may be controlling and to be limited to the extent
      necessary so that they will not render this Credit Agreement invalid,
      unenforceable or not entitled to be recorded or filed under the provisions
      of
      any applicable law.

     

    
      
        
        

      

      
        92

        
          

        

      

      
        
        

      

    

     

    Section
      7.09.  Discontinuance
      of Proceedings.
      In case
      Agent Bank and/or Banks shall have proceeded to enforce any right, power or
      remedy under this Credit Agreement, the Notes, the Deed of Trust or any other
      Loan Document by foreclosure, entry or otherwise, and such proceedings shall
      have been discontinued or abandoned for any reason or shall have been determined
      adversely to Banks, then and in every such case Borrower, Agent Bank and/or
      Banks shall be restored to their former positions and rights hereunder with
      respect to the Collateral, and all rights, remedies and powers of Agent Bank
      and
      Banks shall continue as if such proceedings had not been taken, subject to
      any
      binding rule by the applicable court or other tribunal in any such
      proceeding.

     

     

    ARTICLE
      VIII  

     

    DAMAGE,
      DESTRUCTION AND CONDEMNATION

     

    Section
      8.01.  No
      Abatement of Payments.
      If all
      or any part of the Collateral Properties shall be materially damaged or
      destroyed, or if title to or the temporary use of the whole or any part of
      any
      of the Collateral Properties shall be taken or condemned by a competent
      authority for any public use or purpose, there shall be no abatement or
      reduction in the amounts payable by Borrower hereunder or under the Notes,
      and
      Borrower shall continue to be obligated to make such payments.

     

    Section
      8.02.  Distribution
      of Capital Proceeds Upon Occurrence of Fire, Other Perils or
      Condemnation.
      All
      monies received from "All Risk" including flood and earthquake insurance
      policies covering any of the Collateral Properties or from condemnation or
      similar actions in regard to said Collateral Properties, shall be paid directly
      to Agent Bank. However, in the event the amount paid to Agent Bank is equal
      to
      or less than Five Hundred Thousand Dollars ($500,000.00), such amount shall
      be
      paid directly to Borrower unless an Event of Default shall have occurred and
      then be continuing. In the event the amount paid to Agent Bank is greater than
      Five Hundred Thousand Dollars ($500,000.00), then at the option of Borrower,
      unless an Event of Default has occurred hereunder and is then continuing, in
      which case at the option of Requisite Lenders, such amount may be applied to
      pay
      the outstanding balance of the C/T Loan or the entire amount so collected,
      or
      any part thereof, may be released to Borrower for repair or replacement of
      the
      property destroyed or condemned or to reimburse Borrower for the costs of such
      repair or replacement incurred prior to the date of such release. In the event
      the Borrower elects to, or Lenders are required to, release all or a portion
      of
      the collected funds to Borrower for such repair or re-placement of the property
      destroyed or condemned, such release of funds shall be made in accordance with
      the following terms and conditions:

     

    a.  The
      repairs, replacements and rebuilding shall be made in accordance with plans
      and
      specifications approved by Requisite Lenders and in

     

     

    
      
        
        

      

      
        93

        
          

        

      

      
        
        
 material
        compliance with all applicable laws, ordinances, rules, regulations and
        requirements of Governmental Authorities;

    

     

    b.  Borrower
      shall provide Agent Bank with a detailed estimate of the costs of such repairs
      or restora-tions;

     

    c.  Borrower
      shall satisfy the Requisite Lenders that after the reconstruction is completed,
      the value of the Collateral Properties, as determined by the Requisite Lenders
      in their reasonable discretion, will not be materially less than the value
      of
      the Collateral Properties prior to such destruction or condemnation as
      determined by the Requisite Lenders pursuant to this Credit Agreement;


     

    d.  In
      the
      Requisite Lenders' sole reasonable opinion, any undisbursed portion of the
      Available Borrowings under the Revolving Credit Facility, together with the
      amount of such proceeds, is sufficient to pay all costs of reconstruction of
      the
      Casino Facility or other Collateral Property damaged, destroyed or condemned;
      or
      if the undisbursed portion of such Revolving Credit Facility is not sufficient,
      Borrower shall deposit additional funds with the Agent Bank, sufficient to
      pay
      such additional costs of reconstructing the Collateral Property;

     

    e.  Borrower
      has delivered to the Agent Bank a construction contract for the work of
      reconstruction in form and content, including insurance requirements, acceptable
      to the Requisite Lenders with a contractor acceptable to the Requisite
      Lenders;

     

    f.  The
      Requisite Lenders in their reasonable discretion have determined that after
      the
      work of reconstruction is completed, the Casino Facility or Collateral Property
      damaged, destroyed or condemned will produce income sufficient to pay all costs
      of operations and maintenance of the applicable Collateral Property with a
      reasonable reserve for repairs, and service all debts secured by the applicable
      Collateral Property;

     

    g.  No
      Default or Event of Default has occurred and is continuing hereunder;


     

    h.  Borrower
      has deposited with the Agent Bank that amount reasonably determined by the
      Requisite Lenders (taking into consideration the amount of Borrowings available
      and the amount of proceeds, if any, of insurance policies covering property
      damage and business interruption, loss or rental income in connection with
      the
      Casino Facility or Collateral Property damaged, destroyed or condemned accruing
      and immediately forthcoming to the Agent Bank) to be sufficient to service
      the
      Indebtedness secured by the Casino Facility or Collateral Property 

     

    
      
        
        

      

      
        94

        
          

        

      

      
        
        
damaged,
        destroyed or condemned during the period of reconstruction, as reasonably
        estimated by the Requisite Lenders;

    

     

    i.  Before
      commencing any such work, Borrower shall, at its own cost and expense, furnish
      Agent Bank with appropriate endorsements, if needed, to the "All Risk" insurance
      policy which Borrower is then presently maintaining, and course of construction
      insurance to cover all of the risks during the course of such work;

     

    j.  Such
      work
      shall be commenced by Borrower within one hundred twenty (120) days after (i)
      settlement shall have been made with the insurance companies or condemnation
      proceeds shall have been received, and (ii) all the necessary governmental
      approvals shall have been obtained, and such work shall be completed within
      a
      reasonable time, free and clear of all liens and encumbrances so as not to
      interfere with the lien of the Deed of Trust; 

     

    k.  Disbursements
      of such insurance or condemnation proceeds shall be made in the customary manner
      used by Agent Bank for the disbursement of construction loans; and

     

    l.  That
      in
      the event the insurance or condemnation proceeds are inadequate to repair or
      replace the property destroyed or condemned and Requisite Lenders elect to,
      or
      are required to release all or a portion of the funds collected for such repair
      or replacement, Borrower agrees to deposit with Agent Bank sufficient funds
      to
      cover the difference between the costs of repair or replacement and the funds
      released by Requisite Lenders to Borrower for such repair or replacement of
      the
      property destroyed.

     

     

    ARTICLE
      IX  

     

    CONSTRUCTION
      DISBURSEMENT PROCEDURES

    


    Upon
      the
      satisfaction of all the terms and conditions set forth in Article III A of
      this
      Credit Agreement on the Closing Date, and satisfaction of all terms and
      conditions set forth in Article III B of this Credit Agreement on or before
      the
      Initial Construction Disbursement Date, Construction Disbursements shall be
      disbursed or approved for payment by Lenders in the manner and subject to the
      conditions provided hereunder, and subject to the following terms covenants
      and
      conditions:

     

    Section
      9.01.  Commencement
      and Completion of the Construction Projects.
      Borrower will commence the Construction Projects and shall complete the
      Construction Projects with due diligence (i) in accordance and compliance
      in all material respects with the Plans and Specifications prepared by the
      Architect and (ii) in accordance and compliance in all material respects with
      the terms and conditions of this 

     

    
      
        
        

      

      
        95

        
          

        

      

      
        
        

      

       

      Credit
        Agreement, and all material requirements of all Governmental Authorities
        acting
        in or for Gilpin County, Colorado. The Completion Date shall occur no later
        than
        the first annual anniversary of the Closing Date (the "Construction Completion
        Deadline"); provided, however, that in the event that the construction of
        the
        Construction Projects is delayed by reason of the occurrence of one or more
        Forces Majeure, upon receipt by Agent Bank of a written notice from Borrower
        describing each Force Majeure and setting forth the dates that construction
        of
        the Construction Projects were delayed by reason of each such Force Majeure,
        so
        long as each such written notice is received by Agent Bank on or before the
        twentieth (20th)
        day
        following the end of the respective period of delay, the Construction Completion
        Deadline shall be extended by the number of days during which construction
        of
        the Construction Projects was so delayed, but in no event shall the Construction
        Completion Deadline be extended beyond sixty (60) calendar
        days.

    

     

    Section
      9.02.  Master
      Set of Plans and Specifications.
      A
      master set of the final Plans and Specifications shall be furnished to Agent
      Bank and Lenders' Consultant at least fifteen (15) Banking Business Days prior
      to the Initial Construction Disbursement and shall be held by Agent Bank
      throughout the term of the Bank Facilities, and said set of Plans and
      Specifications shall govern all matters that may arise with respect to the
      construction and completion of the Construction Projects.

     

    Section
      9.03.  Construction
      of the Construction Projects Entirely on the Real Property.
      Other
      than with respect to the elevated pedestrian bridge over Spring Street to be
      constructed as a component of the Parking Garage Project, the Construction
      Projects shall be constructed entirely on the Real Property and shall not
      encroach upon or overhang any real property, easement (other than Permitted
      Encumbrances) or restriction rights owned by any other person or entity unless
      such other person or entity has consented or waived such encroachment to the
      reasonable satisfaction of Agent Bank and Requisite Lenders.

     

    Section
      9.04.  List
      and Assignment of Major Subcontracts.

     

    a.  Borrower
      shall furnish to Agent Bank from time to time (but in no event more often than
      once monthly) during the Construction Period, within a reasonable time after
      written request by Agent Bank, in a form reasonably acceptable to Agent Bank,
      a
      then current correct list and copy of all material contracts, subcontracts
      and
      material suppliers (that have not, as of such date been previously delivered
      to
      Agent Bank), including, without limitation, all Major Subcontracts executed
      by
      Borrower and/or either General Contractor in connection with the Construction
      Projects. Borrower agrees that Agent Bank or Lenders' Consultant may contact
      any
      such contractor, subcontractor or material supplier to verify any facts
      disclosed in the lists.

     

    
      
        
        

      

      
        96

        
          

        

      

      
        
        

      

    

     

    b.  Concurrently
      with the execution of each Major Subcontract requiring payment thereunder in
      excess of Five Million Dollars ($5,000,000.00) in the aggregate (each
      individually an "Assigned Major Subcontract" and collectively the "Assigned
      Major Subcontracts"), Borrower shall cause such Assigned Major Subcontract
      to be
      assigned to Agent Bank on behalf of Lenders as additional security for the
      Bank
      Facilities and the Subcontractor party thereto to consent to such assignment,
      each in substantially the form of the Assignment of Casino General Contractor's
      Agreement and Casino General Contractor's Consent, or as otherwise reasonably
      required by Agent Bank.

     

    Section
      9.05.  Construction
      Projects Sign.
      During
      the construction of the Construction Projects, Agent Bank may erect a sign
      at
      the Construction Projects. The size, design, wording and location of such a
      sign
      shall be subject to Agent Bank's approval. The sign may be erected as soon
      as
      practical following the Agent Bank's request.

     

    Section
      9.06.  Inspection
      of Construction Progress and Lenders' Consultant.
      Designated representatives of Agent Bank, Lenders and Lenders' Consultant,
      shall, at all times during the Construction Period, have the right of reasonable
      entry and free access to the Construction Projects and the Real Property and
      the
      right to inspect all work done, labor performed and materials furnished in
      connection with the Construction Projects and the right of reasonable inspection
      to inspect all books, contracts and records of Borrower relating to the
      Construction Projects. In performing such inspection, Agent Bank, Lenders and
      Lenders' Consultant shall cooperate with Borrower in making suitable
      arrangements to minimize disruption of the construction work, and pursuant
      to
      Borrower's insurance policies and safety and security requirements.

     

    Section
      9.07.  Advance
      of Construction Disbursements.
      The
      Plans and Specifications, Construction Documentation, Construction Budgets
      and
      Financial Requirement Analysis shall be reviewed and approved by Agent Bank
      as
      provided herein. Subject to the requirements of Colorado Revised Statutes
      Section 38-22-126, Construction Disburse-ments shall be made to Borrower in
      accordance with the Construction Budgets for work performed or materials
      supplied to the Construction Projects or suitably stored in bonded warehouses
      located in the Denver metro area and in Gilpin County, Colorado. Construction
      Disbursements for Soft Costs and Hard Costs shall be disbursed in no event
      more
      than once a month in anticipation of the completion of the Construction Projects
      by the end of the Construction Period. For each Construction Disbursement,
      Borrower shall submit: (a) a Construction Disbursement Request, to Agent
      Bank, Lenders' Consultant and each of the Lenders with the copy to Agent Bank
      and Lenders' Consultant accompanied by invoices, statements and other items
      relating to such Construction Disbursement Request totaling the amount for
      which
      each Construction Disbursement is requested, and (b) an updated


     

    
      
        
        

      

      
        97

        
          

        

      

      
        
        

      

       

      Lender's
        Disbursement Budget, together with a line item reconciliation of each of
        the
        Construction Budgets setting forth for each line item the amount paid to
        date,
        the amounts due and owing but not yet paid by Borrower and budgeted amounts
        which have not been paid and are not due and owing. Lenders shall disburse
        such
        funds monthly in payment of those portions of the Construction Disbursement
        Requests which are approved by Agent Bank in a timely manner, but in no event
        later than ten (10) Banking Business Days following the date Agent Bank receives
        such Construction Disbursement Request in accordance with the requirements
        of
        Article IX. If the tenth (10th) Banking Business Day following Agent Bank's
        receipt of a proper Construction Disbursement Request is not a Banking Business
        Day, the Funding Date for such Construction Disbursement shall be the next
        Banking Business Day.

    

     

    Section
      9.08.  Restriction
      on Construction Disbursements.
      No
      Construction Disbursements may be used by Borrower for the payment of any costs,
      expenses or other items which are not set forth on the Construction
      Budgets.

     

    Section
      9.09.  Construction
      Disbursement Requests and Lien Releases.
      Each
      Construction Disbursement Request shall be certified by the Borrower, the
      Architect (with respect to items for disbursement to a General Contractor),
      and
      the applicable General Contractor (with respect to items under the applicable
      General Contractor's Agreement) prior to submission to Agent Bank and Lenders'
      Consultant. Each Construction Disbursement Request shall be further supported
      by
      invoices, statements and other items required under the Disbursement Plan and
      other forms reasonably requested by Agent Bank (AIA Forms G702 or forms
      substan-tially similar thereto if first approved by Agent Bank). Each
      subcontractor, material and labor supplier for whose labor or work of
      improve-ment such Construction Disbursement is made, together with the
      applicable General Contractor, shall, prior to the Construction Disbursement
      next requested, execute and deliver labor and/or materialmen mechanics lien
      releases in favor of Borrower, Agent Bank and Lenders releasing all lien rights
      and claims as of the date of such prior Construction Disbursement to the extent
      of payment received.

     

    Section
      9.10.  A
      Construction Disbursement Does Not Mean Approval of Work or
      Materials.
      Each
      Construction Disbursement Request shall be subject to the approval of Agent
      Bank
      but the making of any Construction Dis-burse-ment or part thereof shall not
      constitute an approval or acceptance of the work or material, nor be binding
      upon Agent Bank and Lenders, except to the extent that the facts actually are
      as
      so represented when so approved, nor shall such approval give rise to any
      liability or responsibility related to:

     

    (i)
      the
      quality of the work, the quantity of the work, the rate or progress in
      completion of the work, or the sufficiency of materials or labor being supplied
      in connection therewith; and

    


    
      
        
        

      

      
        98

        
          

        

      

      
        
        

      

    

    (ii)
      any
      errors, omissions, inconsistencies or other defects of any nature in the Plans
      and Specifications. Any inspection of the work that Agent Bank, Lenders and
      Lenders' Consultant may choose to make, whether through any consulting engineer,
      agent or employee or officer, during the progress of the work shall be solely
      for Agent Bank's and Lenders' information and under no circumstances will any
      such inspection be deemed to have been made for the purpose of supervising
      or
      superintending the work, or for the information or protection of any right
      or
      interest of any Persons or entities other than Agent Bank and
      Lenders.

     

    Section
      9.11.  Method
      of Disbursement.
      All
      Construction Disburse-ments shall be payable to Borrower or in the sole and
      absolute discretion of Agent Bank, upon the occurrence of any Default or as
      may
      be otherwise required by Colorado Revised Statutes Section 38-22-126,
      jointly to Borrower and the applicable General Contractor or other Person to
      whom payment is due. However, in no event shall Banks be liable for any liens
      or
      encumbrances which may be filed against the Real Property, and Borrower agrees
      to remove any liens or encumbrances filed against the Real Property in
      accordance with Section 5.03.

     

    Section
      9.12.  Changes
      in the Construction Budgets and Work to be Performed Under the Plans and
      Specifications.

     

    a.  The
      Lender's Disbursement Budget shall be a line item construction budget for the
      Construction Projects (inclusive of all items shown on the General Contractor
      Budgets and the Borrower Construction Budget), which budget shall include a
      contingency reserve ("Contingency Reserve") as of the Initial Construction
      Disbursement Date in the minimum amount of One Million Three Hundred Ninety-Two
      Thousand Three Hundred Forty-One Dollars ($1,392,341.00), subject to a budgetary
      set aside in the amount of a letter of credit anticipated to be issued under
      the
      L/C Facility in favor of the City of Central in the amount of Eight Hundred
      Thirty-Two Thousand Five Hundred Dollars ($832,500.00). Borrower may make usual
      and ordinary changes in the work to be performed under the Plans and
      Specifications during the Construction Period provided Borrower shall not
      approve any single change order to either of the General Contractor Agreements
      or to any Major Subcontract exceeding the amount of One Hundred Seventy-Five
      Thousand Dollars ($175,000.00) without the prior written consent of Agent Bank.
      All increases to a line item amount as shown on the Lender's Disbursement Budget
      shall be deducted from the Contingency Reserve. Any decreases to a line item
      amount as shown on the Lender's Disbursement Budget shall be added to the
      Contingency Reserve. Borrower shall be entitled to utilize savings in any
      completed line item by reallocating such savings to the Contingency Reserve
      which shall be reported monthly on a Contingency Transaction Ledger to be
      prepared in connection with the Construction Projects. In this regard, Borrower
      shall prepare a "Contingency Transaction Ledger" each month which shall detail
      increases and 

     

    
      
        
        

      

      
        99

        
          

        

      

      
        
        

      

       

      decreases
        to budget line items and the Contingency Reserve as shown on the Lender's
        Disbursement Budget. All change orders to the General Contractor Agreements
        or
        to any Major Subcontract and changes to budget line items and the Contingency
        Reserve shall be detailed on the Contingency Transaction Ledger and Borrower
        shall further provide Agent Bank with copies of all change orders for the
        portions of the Construction Projects to which such Construction Disbursement
        relates.

    

     

    b.  When
      the
      aggregate of all change orders to the General Contractor Agreements or to any
      Major Subcontract and changes to budget line items in connection with the
      Construction Projects result in a net decrease to the Contingency Reserve in
      the
      amount of: (i) fifty percent or more of the amount of the Contingency Reserve
      as
      set forth in the Financial Requirement Analysis at commencement of construction
      of the Construction Projects, Borrower shall not approve any further change
      orders to the General Contractor Agreements or any Major Subcontract or any
      further changes to budget line items in excess of Thirty-Five Thousand Dollars
      ($35,000.00) for any single change order or line item change without the prior
      written consent of Agent Bank, and (ii) ninety percent (90%) or more of the
      amount of the Contingency Reserve as set forth in the Financial Requirement
      Analysis at commencement of construction of the Construction Projects, Borrower
      shall not approve any further change orders to the General Contractor Agreements
      or any Major Subcontract or any further changes to budget line items, regardless
      of amount, without the prior written consent of Agent Bank and all additional
      costs shall be first approved in writing by Agent Bank.

     

    c.  Further,
      all re-allocations of line items on the Lender's Disbursement Budget larger
      than
      the greater of ten percent (10%) of any budgeted line item shall be first
      consented to by Agent Bank.

     

    d.  Notwithstanding
      the foregoing, no structural changes to the Structural Plans and Specifications
      (other than minor changes not inconsistent with the Plans and Specifications)
      or
      reduction in the amount of area shown in the Plans and Specifications for gaming
      activities shall be made without the prior written consent of Agent
      Bank.

     

    e.  Subject
      to the provisions set forth hereinabove, within the foregoing limitations,
      the
      amounts allocated on the Lender's Disbursement Budget for Contingency Reserve
      may be allocated amongst the other line item categories at the discretion of
      Borrower.

     

    Section
      9.13.  Conditions
      Precedent to Construction Disbursement.
      No
      Construction Disbursement shall be made to Borrower with respect to the
      Construction Projects until each of the following conditions have occurred
      or
      otherwise been satisfied:

     

     

    
      
        
        

      

      
        100

        
          

        

      

      
        
        

      

    

    a.  Agent
      Bank shall have completed a Construction Cost Analysis as of the applicable
      Funding Date and have reviewed and approved as adequate the Plans and
      Specifications and all engineering reports and any subsequent change orders
      to
      the General Contractor Agreements or to any Major Subcontract or modification
      to
      the Plans and Specifications, Financial Requirement Analysis and the
      Construction Budgets, each review of which shall be completed on or before
      ten
      (10) Banking Business Days after receipt of such Plans and Specifications and/or
      engineering reports or modifications thereof, or on or before five (5) Banking
      Business Days with respect to change orders to the General Contractor Agreements
      or any Major Subcontract which require approval under
      Section 9.12(b);

     

    b.  Borrower
      shall have actually paid for, other than the work of improvement for which
      the
      Construction Disbursement Request relates, all of the costs of the Construction
      Projects as set forth on the itemized Lender's Disbursement Budget (other than
      such costs incurred as: (i) have not been billed or invoiced to Borrower,
      or (ii) for which Borrower has received such billing or invoice within fifteen
      (15) days of such Construction Disbursement Request, or (iii) Borrower disputes
      or contests such costs in good faith) for work completed on the Construction
      Projects to the date of commencement of the period covered by such Construction
      Disbursement Request, less the Retainage required hereby;

     

    c.  Borrower
      shall have certified to Agent Bank that to the date of such Construction
      Disbursement Request the Construction Projects have been constructed in
      substantial compliance with the approved Plans and Specifications and any change
      orders theretofore issued and in substantial compliance with all necessary
      Governmental Authorities, ordinances and regulations;

     

    d.  Borrower
      shall have certified to Agent Bank, to the best of its knowledge, that the
      Construction Projects can be completed in substantial compliance with the Plans
      and Specifications and the Construction Budgets for an aggregate amount of
      Construction Completion Costs equal to or less than then remaining undisbursed
      balance of the C/T Loan;

     

    e.  No
      Construction Disbursement shall be made to Borrower if, in the opinion of Agent
      Bank, the value of the construction in place on the site and materials delivered
      and suitably stored on site or in a warehouse in a manner satisfactory to Agent
      Bank is less than the total of all costs disbursed in con-nection with the
      construction of the Construction Projects. However, Construction Disbursements
      shall resume when said value exceeds the total of all costs
      disbursed;

     

    f.  If
      at any
      time Agent Bank determines as a result of a Construction Cost Analysis that
      as
      of the date of such determination the aggregate amount of Construction
      Completion Costs exceeds the then remaining undisbursed 

     

    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

       

      balance
        of the C/T Loan (the amount of such excess, as the same may exist at any
        time or
        from time to time, being herein referred to as a "Construction Overage"),
        Borrower shall have ten (10) days from written notice thereof from Agent
        Bank in
        which to: (i) increase the Available Borrowings by reducing the Funded RLC
        Outstandings by the amount of such Construction Overage, (ii) deposit in an
        interest bearing account with Agent Bank, Cash in the amount of such
        Construction Overage, which Cash shall be disbursed by Agent Bank for the
        payment of such Construction Overages prior to the making of any further
        Construction Disbursements, or (iii) make alternative arrangements
        satisfactory to Agent Bank for the payment of Borrower Construction Expenditures
        in the amount of such Construction Overage. In the event of (ii) above, Borrower
        shall have the right to select the type of interest bearing account so as
        to
        maximize the interest to be earned which shall accrue to the benefit of
        Borrower. In the event of a Construction Overage, all Construction Disbursements
        for the Construction Projects shall cease until Borrower shall have complied
        with the requirements set forth in Subsections 9.13(f)(i), (ii) or (iii)
        hereinabove; and

    

     

    g.  Agent
      Bank shall have approved each Construction Disbursement Request and/or payments
      made by Borrower for items as shown on the Lender's Disbursement
      Budget.

     

    By
      Borrower requesting Construction Disbursements under this Article IX, Borrower
      shall be deemed to have reaffirmed all representations and warranties contained
      in Article IV (other than representations and warranties which expressly speak
      only as of a different date which shall be true and correct as of such date)
      and
      confirmed that Borrower is in full compliance with each covenant contained
      in
      Article V concurrently with the making of each Construction Disbursement
      Request, except to the extent that such representations and warranties are
      not
      true and correct as a result of a change which is permitted by this Credit
      Agreement or by any other Loan Document, or which is otherwise consented to
      by
      Requisite Lenders.

     

    Section
      9.14.  No
      Obligation to See to Proper Application of Construction
      Disbursements.
      Nothing
      contained herein or in any other documents and agreements contemplated hereby
      or
      executed approximately simultaneously herewith shall impose upon Banks any
      obligation to see to the proper application of any Construction Disburse-ments
      by Borrower, the Architect, the General Contractors or Subcontractors, and
      nothing shall prevent Lenders, at their option, from deducting from any
      Construction Disbursements any sums owed to Banks by Borrower for unpaid
      interest or principal, or for sums paid and expended by Lenders for taxes,
      assessments, insurance and other like payments (after the expiration of any
      applicable notice and cure period), pursuant to their rights under the terms
      of
      this Credit Agreement, the Notes or the Deed of Trust.

     

     

    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

    

    Section
      9.15.  No
      Construction Disbursements Required in Event of Default.
      Lenders
      shall not be required to make any Construction Disbursements hereunder if,
      at
      the time when a Construction Disbursement Request is made, there exists an
      Event
      of Default hereunder or under any of the other Loan Documents; provided,
      however, Lenders may, in their sole discretion upon the approval of Requisite
      Lenders, make Construction Disbursements notwithstanding the existence of an
      Event of Default and any Construction Disbursements so made shall be deemed
      to
      have been made pursuant to this Credit Agreement.

     

    Section
      9.16.  No
      Construction Disbursements Required if Cloud on Title Exists.
      Lenders
      shall not be obligated to make any Construction Disburse-ments while there
      is
      any lien or encumbrance upon the Real Property, other than the Permitted
      Encumbrances or as provided in Sections 5.03 and 5.10 hereof, which, in the
      reasonable opinion of counsel for Lenders, may invalidate or have priority
      over
      the encumbrance, liens and security interests granted pursu-ant to the Deed
      of
      Trust.

     

    Section
      9.17.  Indorsement
      from Title Insurance Company.
      Title
      Insurance Company shall update the Title Policy issued as of the Closing Date
      in
      favor of Lenders promptly, and in any event within thirty (30) calendar days,
      following each Construction Disbursement at Borrower's expense insuring Agent
      Bank on behalf of Lenders against any further liens, encumbrances or exceptions
      to the state of title to the Real Property as of the date of each advance.
      Each
      such update shall be in the form of a written 122 Indorsement (except for the
      final indorsements as provided in Section 9.21) to the Title Policy
      together with any other indorsements which Lenders reasonably require.
      Additionally, Borrower shall cause Title Insurance Company to issue its 102.5
      Foundation Indorsement to the Title Insurance Policy promptly, and in any event
      within thirty (30) calendar days, following completion of the foundations for
      the Construction Projects as set forth in the Plans and Specifications and
      Borrower shall deliver or cause to be delivered an "as built" survey of the
      Construction Projects prepared by an engineer acceptable to Agent Bank within
      ninety (90) days following the Completion Date.

     

    Section
      9.18.  Ownership
      of all Materials Used on the Construction Projects.
      All
      materials incorporated into the construction of the Construction Projects,
      other
      than FF&E leased by Borrower in accordance with this Credit Agreement, shall
      have been purchased and paid for in a timely manner so that the absolute
      ownership thereof shall have vested in Borrower, subject to any Permitted
      Encumbrances, and Borrower shall have furnished to Agent Bank, if required
      by
      Agent Bank, copies of the contracts, bills of sale, lease or other agreements
      under which title or pos-session thereto is claimed.

     

    Section
      9.19.  Accuracy
      of Representations and Warranties.
      Lenders
      shall not be required to make any Construction Disburse-ments unless and until
      the 

     

    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

       

      representations
        and warranties con-tained in Article IV of this Credit Agreement are true
        and
        correct, except to the extent that such representations and warranties are
        not
        true and correct as a result of a change which is permitted by this Credit
        Agreement or by any other Loan Document, or which is otherwise consented
        to by
        Requisite Lenders, in all material respects on and as of the date of such
        Construction Disbursement, as though made on and as of such date (other than
        representations and warranties which expressly speak only as of a different
        date
        which shall be true and correct as of such date). 

    

     

    Section
      9.20.  Waiver
      of Requirements by Requisite Lenders.
      Lenders
      reserve the right, in their sole discretion upon the approval of Requisite
      Lenders, from time to time to make any Construction Disbursements without regard
      to any condition herein. The Lenders further reserve the right to withhold
      any
      payment of any state-ments or invoices, payment of which is requested, if,
      in
      the opinion of the Agent Bank, the percentage of completion is less than
      indicated by such statement or invoice.

     

    Section
      9.21.  Disbursement
      of Retainage.
      Lenders
      shall retain (collectively the "Retainage") from the gross amount approved
      for
      each Construction Disbursement for Hard Costs made from the proceeds of the
      C/T
      Loan (i) five percent (5%) of the General Contractor’s portion of such
      Construction Disbursement, and (ii) ten percent (10%) of the portions of
      such Construction Disbursement relating to labor, materials and services
      provided by each Subcontractor until fifty percent (50%) of the Hard Cost
      component of the Lender's Disbursement Budget has been expended for work
      performed and has been verified by Lenders' Consultant as substantially in
      compliance with the Construction Documentation. Thereafter, so long as no Event
      of Default shall have occurred and be continuing, no further Retainage shall
      be
      retained from Construction Disbursements thereafter made unless Agent Bank
      is
      otherwise instructed by Borrower. Retainage withheld by Lenders from the
      proceeds of the C/T Loan shall not bear interest and shall be deemed not
      disbursed under the C/T Loan until released as provided hereinbelow.
      Notwithstanding the foregoing, upon the written request of Borrower, Lenders
      agree to release all Retainage for construction costs relating to any
      subcontractor at such time as the respective work of such subcontractor is
      one
      hundred percent (100%) complete, verified to be in substantial compliance with
      the Construction Documentation by Lenders' Consultant and upon such additional
      conditions and requirements as may be required by Agent Bank, to Agent Bank's
      reasonable satisfaction including, without limitation, final lien releases
      and
      other evidence that such work will be, with the release of such retention,
      fully
      paid. All remaining funds held for Retainage by Lenders shall be released (the
      "Retainage Release Date") upon the written request of Borrower, at such time
      as:

     

    a.  The
      Completion Date has occurred with only "Punch List" items remaining to be
      completed which do not materially impair the ability of Borrower to occupy
      and
      operate the Construction Projects for their intended purpose, no single item
      

     

    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

       

      exceeding
        a completion cost in excess of Twenty-Five Thousand Dollars ($25,000.00)
        and the
        aggregate of such "Punch List" items not exceeding Two Hundred Fifty Thousand
        Dollars ($250,000.00) in substantial compliance with the Plans and
        Specifications and the terms and requirements of all Governmental Authorities,
        including, without limitation, substantial compliance with the Americans
        with
        Disabilities Act, substantial compliance with which shall be certified to
        the
        best knowledge of the Architect, after due inquiry and
        investigation;

    

     

    b.  The
      lien
      period for the Construction Projects have expired or the liens have been removed
      and Title Insurance Company has issued its final 101.6 indorsement to the Title
      Insurance Policy showing no liens, claims or encumbrances except those approved
      by Agent Bank upon the consent of Requisite Lenders;

     

    c.  Each
      of
      the Construction Projects have been accepted by Borrower as substantially
      complete and certified substantially completed and the "Punch List" shall be
      prepared by the Architect and the General Contractors, and approved by the
      Lenders' Consultant after an inspection which shall be made within ten (10)
      days
      following the Completion Date;

     

    d.  Each
      of
      the General Contractors have made a satisfactory account that all payments
      required under their respective General Contractor Agreements and Borrower
      has
      made a satisfactory account that all other Hard Costs shown on the Borrower
      Construction Budget and all Soft Costs have been paid in full, with the
      exception of the unreleased Retainage, including, but not by way of limitation,
      all material and labor costs and have delivered copies of all lien releases
      to
      Agent Bank and have certified that no claims with respect to the Construction
      Projects remain outstanding, including any claims which might give rise to
      a
      lien or liens against the Construction Projects, except for work described
      in
      the "Punch List" or as to which Borrower is contesting the validity or
      amount;

     

    e.  The
      Occupancy Date shall have occurred and a copy of the temporary or final
      certificate of occupancy (if temporary, Borrower agrees to promptly deliver
      a
      copy of the final certificate of occupancy to Agent Bank when received by
      Borrower) has been issued to Borrower by the appropriate Governmental Authority
      and a copy thereof delivered to Agent Bank and Borrower has taken beneficial
      occupancy of each of the Construction Projects, including, without limitation,
      all public areas which shall be open for the use and occupancy by the public;
      and

     

    f.  Borrower
      has delivered an "as-built" survey of the Construction Projects and an
      "as-built" set of plans and specifications of the Construction Projects to
      Agent
      Bank.

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    

    From
      the
      amounts released as provided hereinabove, one hundred fifty percent (150%)
      of
      the Architect and Agent Bank's reasonable estimate of the cost of completing
      the
      "Punch List" shall be withheld. Such amounts shall be released monthly upon
      Construction Disbursement Request submitted by Borrower. Within forty-five
      (45)
      days following the Retainage Release Date, Borrower shall (i) certify
      completion of the "Punch List", and (ii) cause Title Insurance Company to issue
      its final 100, 101.2 and 103.1 indorsements to the Title Insurance Policy
      showing no Liens, claims or encumbrances on the Real Property except those
      approved by Requisite Lenders.

     

    Section
      9.22.  Construction
      Disbursements if a Lender Fails to Provide Funds.
      Borrower acknowledges and agrees that each of the Lenders shall only be
      responsible for its respective Pro Rata Share of any Construction Disbursement.
      In the event any of the Lenders fail to provide its Pro Rata Share of any
      Construction Disbursement, then the remaining Lenders' obligations to provide
      their respective Pro Rata Share shall not terminate nor shall Borrower's
      obligation to comply with the terms of this Credit Agreement and each of the
      Loan Documents terminate. If any Lender defaults in providing its Pro Rata
      Share
      of any Construction Disbursement, then Agent Bank and Borrower shall use their
      best efforts to find a replacement lender.

     

    Section
      9.23.  Possession
      and Completion of Construction.
      Upon
      the occurrence of any Event of Default, Borrower agrees, upon the request of
      Agent Bank at the direction of Requisite Lenders, to vacate the Construction
      Projects and the Real Property and permit Lenders:

     

    a.  To
      enter
      directly, or through a receiver or other designated representative, into
      possession of the Construction Projects;

     

    b.  To
      perform or cause to be performed any and all work and labor necessary, in the
      discretion of Agent Bank, to complete the Construction Projects in accordance
      with the Plans and Specifications;

     

    c.  To
      employ
      security watchmen to protect the Construction Projects; and

     

    d.  To
      advance any portion of the C/T Loan not previously advanced (including any
      Retainage and any reserved funds) to the extent necessary or desirable, in
      the
      sole discretion of Agent Bank, to complete construction of the Construction
      Projects without substantial departure from the Plans and Specifications, and
      if
      the completion requires a larger sum than the unadvanced portion of the C/T
      Loan, to advance such additional funds, all of which funds so advanced by
      Lenders shall be deemed to have been advanced to Borrower and shall be part
      of
      the Indebtedness evidenced by the C/T Note and secured by the Security
      Documentation. For this purpose, Borrower constitute and appoint Agent Bank
      the
      true and lawful 

     

    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

       

      attorney-in-fact
        for Borrower, with full power of substitution, to complete the construction
        of
        the Construction Projects in the name of Borrower, and hereby empowers Agent
        Bank as such attorney to take all actions that Agent Bank considers necessary
        or
        desirable in connection therewith, including but not limited to the following:
        (i) to use any funds of Borrower, including any balance that may be held
        in
        escrow and any funds that may remain unadvanced under this agreement, for
        the
        purpose of completing the Construction Projects in substantially the manner
        called for by the Plans and Specifications; (ii) to make such additions,
        changes and corrections in the Plans and Specifications as Agent Bank may
        consider necessary or desirable to complete the Construction Projects in
        substantially the manner contemplated by the Plans and Specifications;
        (iii) to employ such contractors, subcontractors, agents, engineers,
        architects, inspectors, attorneys and other Persons as Agent Bank may consider
        necessary or desirable for such purposes; (iv) to pay, settle or compromise
        all existing or future bills and claims that are or may be or become Liens
        against the Real Property, or may be necessary or desirable for the completion
        of the Construction Projects or the clearance of title to the Real Property;
        (v)
        to execute in the name of Borrower all applications and certificates that
        may be
        required by any construction contract; and (vi) to do any act with respect
        to the construction of the Construction Projects that Borrower could do on
        its
        own behalf. This power of attorney is a power coupled with an interest and
        cannot be revoked by death or otherwise. Such attorney-in-fact shall also
        have
        power to prosecute and defend all actions or proceedings in connection with
        the
        construction of the Construction Projects and to take such action and require
        such performance as Agent Bank considers necessary.

    

     

     

    ARTICLE
      X  

     

    AGENCY
      PROVISIONS

     

    Section
      10.01.  Appointment.

     

    a.  Each
      Lender hereby (i) designates and appoints WFB as the Agent Bank of such Lender
      under this Credit Agreement and the Loan Documents, (ii) authorizes and
      directs Agent Bank to enter into the Loan Documents other than this Credit
      Agreement for the benefit of Lenders, and (iii) authorizes Agent Bank to
      take such action on its behalf under the provisions of this Credit Agreement
      and
      the Loan Documents and to exercise such powers as are set forth herein or
      therein, together with such other powers as are reasonably incidental thereto.
      Agent Bank agrees to act as such on the express conditions contained in this
      Article X.

     

    b.  The
      provisions of this Article X are solely for the benefit of Agent Bank and
      Lenders, and Borrower shall not have any rights to rely on or enforce any of
      the
      provisions hereof (other than as set forth in the provisions of
      Sections 10.03, 10.09 and 11.10), provided, however, that the foregoing
      shall in no way limit Borrower's 

     

    
      
        
        

      

      
        107

        
          

        

      

      
        
        

      

       

      obligations
        under this Article X. In performing its functions and duties under this Credit
        Agreement, Agent Bank shall act solely as Agent Bank of Lenders and does
        not
        assume and shall not be deemed to have assumed any obligation toward or
        relationship of agency or trust with or for Borrower or any other
        Person.

    

     

    Section
      10.02.  Nature
      of Duties.
      Agent
      Bank shall not have any duties or responsibilities except those expressly set
      forth in this Credit Agreement or in the Loan Documents. The duties of Agent
      Bank shall be administrative in nature. Subject to the provisions of Sections
      10.05 and 10.07, Agent Bank shall administer the Bank
      Facilities
      in the
      same manner as it administers its own loans. Promptly following the
      effectiveness of this Credit Agreement, Agent Bank shall send to each Lender
      a
      duplicate executed original, to the extent the same are available in sufficient
      numbers, of the Credit Agreement and a copy of each other Loan Document in
      favor
      of Lenders and a copy of the filed or recorded Security Documentation, with
      the
      originals of the latter to be held and retained by Agent Bank for the benefit
      of
      all Lenders. Agent Bank shall not have by reason of this Credit Agreement a
      fiduciary relationship in respect of any Lender. Nothing in this Credit
      Agreement or any of the Loan Documents, expressed or implied, is intended or
      shall be construed to impose upon Agent Bank any obligation in respect of this
      Credit Agreement or any of the Loan Documents except as expressly set forth
      herein or therein. Each Lender shall make its own independent investigation
      of
      the financial condition and affairs of the Borrower and the Collateral in
      connection with the making and the continuance of the Bank
      Facilities
      hereunder and shall make its own appraisal of the creditworthiness of the
      Borrower and the Collateral, and, except as specifically provided herein, Agent
      Bank shall not have any duty or responsibility, either initially or on a
      continuing basis, to provide any Lender with any credit or other information
      with respect thereto, whether coming into its possession before the Closing
      Date
      or at any time or times thereafter.

     

    Section
      10.03.  Disbursement
      of Borrowings and Construction Disbursements.

     

    a.  Not
      later
      than the next Banking Business Day following receipt of a Notice of Borrowing
      or
      a Construction Disbursement, Agent Bank shall send a copy thereof by facsimile
      to each other Lender and shall otherwise notify each Lender of the proposed
      Borrowing or Construction Disbursement and the applicable Funding Date. Each
      Lender shall make available to Agent Bank (or the funding bank or entity
      designated by Agent Bank), the amount of such Lender's Pro Rata Share of such
      Borrowing or Construction Disbursement in immediately available funds not later
      than the times designated in Section 10.03(b). Unless Agent Bank shall have
      been
      notified by any Lender not later than the close of business (San Francisco
      time)
      on the Banking Business Day immediately preceding the Funding Date in respect
      of
      any Borrowing or Construction Disbursement that such Lender does not intend
      to
      make available to Agent Bank such Lender's Pro Rata Share of such Borrowing
      or
      Construction Disbursement, 

     

    
      
        
        

      

      
        108

        
          

        

      

      
        
        

      

       

      Agent
        Bank may assume that such Lender shall make such amount available to Agent
        Bank.
        If any Lender does not notify Agent Bank of its intention not to make available
        its Pro Rata Share of such Borrowing or Construction Disbursement as described
        above, but does not for any reason make available to Agent Bank such Lender's
        Pro Rata Share of such Borrowing or Construction Disbursement, such Lender
        shall
        pay to Agent Bank forthwith on demand such amount, together with interest
        thereon at the Federal Funds Rate. In any case where a Lender does not for
        any
        reason make available to Agent Bank such Lender's Pro Rata Share of such
        Borrowing or Construction Disbursement, Agent Bank, in its sole discretion,
        may,
        but shall not be obligated to, fund to Borrower such Lender's Pro Rata Share
        of
        such Borrowing or Construction Disbursement. If Agent Bank funds to Borrower
        such Lender's Pro Rata Share of such Borrowing or Construction Disbursement
        and
        if such Lender subsequently pays to Agent Bank such corresponding amount,
        such
        amount so paid shall constitute such Lender's Pro Rata Share of such Borrowing
        or Construction Disbursement. Nothing in this Section 10.03(a) shall alter
        the respective rights and obligations of the parties hereunder in respect
        of a
        Defaulting Lender or a Non-Pro Rata Borrowing.

    

     

    b.  Requests
      by Agent Bank for funding by Lenders of Borrowings and Construction
      Disbursements will be made by facsimile. Each Lender shall make the amount
      of
      its Pro Rata Share of such Borrowing or Construction Disbursement available
      to
      Agent Bank in Dollars and in immediately available funds, to such bank and
      account, in San Francisco, California as Agent Bank may designate, not later
      than 11:00 a.m. (San Francisco time) on the Funding Date designated in the
      Notice of Borrowing or a Construction Disbursement Request with respect to
      such
      Borrowing, but in no event later than one (1) Banking Business Day notice
      following Lender's receipt of the applicable Notice of Borrowing or Construction
      Disbursement.

     

    c.  Nothing
      in this Section 10.03 shall be deemed to relieve any Lender of its obligation
      hereunder to make its Pro Rata Share of Borrowings or Construction Disbursements
      on any Funding Date, nor shall any Lender be responsible for the failure of
      any
      other Lender to perform its obligations to advance its Pro Rata Share of any
      Borrowing or Construction Disbursement hereunder, and the Pro Rata Share of
      any
      Lender shall not be increased or decreased as a result of the failure by any
      other Lender to perform its obligation to advance its Pro Rata Share of any
      Borrowing.

     

    Section
      10.04.  Distribution
      and Apportionment of Payments.

     

     

    a.  Subject
      to Section 10.04(b), payments actually received by Agent Bank for the account
      of
      Lenders shall be paid to them promptly after receipt thereof by Agent Bank,
      but
      in any event within one (1) Banking Business Day, provided that Agent Bank
      shall
      pay to Lenders interest thereon, at the Federal Funds Rate from the Banking
      Business Day following receipt of such funds by Agent Bank until such


     

    
      
        
        

      

      
        109

        
          

        

      

      
        
        

      

       

      funds
        are
        paid in immediately available funds to Lenders. Subject to Section 10.04(b),
        all
        payments of principal and interest in respect of Funded Outstandings, all
        payments of the Nonusage fees described in this Credit Agreement, and all
        payments in respect of any other Obligations shall be allocated among such
        other
        Lenders as are entitled thereto, in proportion to their respective Pro Rata
        Shares or otherwise as provided herein. Agent Bank shall promptly distribute,
        but in any event within one (1) Banking Business Day, to each Lender at its
        primary address set forth on the appropriate signature page hereof or on
        the
        applicable Assignment and Assumption Agreement, or at such other address
        as a
        Lender may request in writing, such funds as it may be entitled to receive,
        provided that Agent Bank shall in any event not be bound to inquire into
        or
        determine the validity, scope or priority of any interest or entitlement
        of any
        Lender and may suspend all payments and seek appropriate relief (including,
        without limitation, instructions from the Requisite Lenders or all Lenders,
        as
        applicable, or an action in the nature of interpleader) in the event of any
        doubt or dispute as to any apportionment or distribution contemplated hereby.
        The order of priority herein is set forth solely to determine the rights
        and
        priorities of Lenders as among themselves and may at any time or from time
        to
        time be changed by Lenders as they may elect, in writing in accordance with
        Section 11.01, without necessity of notice to or consent of or approval by
        Borrower or any other Person. All payments or other sums received by Agent
        Bank
        for the account of Lenders (including, without limitation, principal and
        interest payments, the proceeds of any and all insurance maintained with
        respect
        to any of the Collateral, and any and all condemnation proceeds with respect
        to
        any of the Collateral) shall not constitute property or assets of the Agent
        Bank
        and shall be held by Agent Bank, solely in its capacity as administrative
        and
        collateral agent for itself and the other Lenders, subject to the Loan
        Documents.

    

     

    b.  Notwithstanding
      any provision hereof to the contrary, until such time as a Defaulting Lender
      has
      funded its Pro Rata Share of a Borrowing or Construction Disbursement which
      was
      previously a Non Pro Rata Borrowing, or all other Lenders have received payment
      in full (whether by repayment or prepayment) of the principal due in respect
      of
      such Non Pro Rata Borrowing or Construction Disbursement, all principal sums
      owing to such Defaulting Lender hereunder shall be subordinated in right of
      payment to the prior payment in full of all principal, in respect of all Non
      Pro
      Rata Borrowing or Construction Disbursement in which the Defaulting Lender
      has
      not funded its Pro Rata Share. This provision governs only the relationship
      among Agent Bank, each Defaulting Lender, and the other Lenders; nothing
      hereunder shall limit the obligation of Borrower to repay all Borrowings and
      Construction Disbursements in accordance with the terms of this Credit
      Agreement. The provisions of this section shall apply and be effective
      regardless of whether an Event of Default occurs and is then continuing, and
      notwithstanding (i) any other provision of this Credit Agreement to the
      contrary, (ii) any instruction of Borrower as to its desired application of
      payments or (iii) the suspension of such Defaulting Lender's right to vote
      on
      matters which are subject to 

     

    
      
        
        

      

      
        110

        
          

        

      

      
        
        

      

       

      the
        consent or approval of the Requisite Lenders or all Lenders. No Nonusage
        Fees
        shall accrue in favor of, or be payable to, such Defaulting Lender from the
        date
        of any failure to fund Borrowings or Construction Disbursements or reimburse
        Agent Bank for any Liabilities and Costs as herein provided until such failure
        has been cured, and Agent Bank shall be entitled to (A) withhold or setoff,
        and
        to apply to the payment of the defaulted amount and any related interest,
        any
        amounts to be paid to such Defaulting Lender under this Credit Agreement,
        and
        (B) bring an action or suit against such Defaulting Lender in a court of
        competent jurisdiction to recover the defaulted amount and any related interest.
        In addition, the Defaulting Lender shall indemnify, defend and hold Agent
        Bank
        and each of the other Lenders harmless from and against any and all Liabilities
        and Costs, plus interest thereon at the Default Rate, which they may sustain
        or
        incur by reason of or as a direct consequence of the Defaulting Lender's
        failure
        or refusal to abide by its obligations under this Credit
        Agreement.

    

     

    Section
      10.05.  Rights,
      Exculpation, Etc.
      Neither
      Agent Bank, any Affiliate of Agent Bank, nor any of their respective officers,
      directors, employees, agents, attorneys or consultants, shall be liable to
      any
      Lender for any action taken or omitted by them hereunder or under any of the
      Loan Documents, or in connection herewith or therewith, except that Agent Bank
      shall be liable for its gross negligence or willful misconduct. In the absence
      of gross negligence or willful misconduct, Agent Bank shall not be liable for
      any apportionment or distribution of payments made by it in good faith pursuant
      to Section 10.04, and if any such apportionment or distribution is
      subsequently determined to have been made in error the sole recourse of any
      Person to whom payment was due, but not made, shall be to recover from the
      recipients of such payments any payment in excess of the amount to which they
      are determined to have been entitled. Agent Bank shall not be responsible to
      any
      Lender for any recitals, statements, representations or warranties herein or
      for
      the execution, effectiveness, genuineness, validity, enforceability,
      collectibility or sufficiency of this Credit Agreement, any of the Security
      Documentation or any of the other Loan Documents, or any of the transactions
      contemplated hereby and thereby; or for the financial condition of the Borrower
      or any of it Affiliates. Agent Bank shall not be required to make any inquiry
      concerning either the performance or observance of any of the terms, provisions
      or conditions of this Credit Agreement or any of the Loan Documents or the
      financial condition of the Borrower or any of its Affiliates, or the existence
      or possible existence of any Default or Event of Default.

     

    Section
      10.06.  Reliance.
      Agent
      Bank shall be entitled to rely upon any written notices, statements,
      certificates, orders or other documents, telecopies or any telephone message
      believed by it in good faith to be genuine and correct and to have been signed,
      sent or made by the proper Person, and with respect to all matters pertaining
      to
      this Credit Agreement or any of the Loan Documents and its duties 

     

    
      
        
        

      

      
        111

        
          

        

      

      
        
        

      

       

      hereunder
        or thereunder, upon advice of legal counsel (including counsel for Borrower),
        independent public accountant and other experts selected by
        it.

    

     

    Section
      10.07.  Indemnification.
      To the
      extent that Agent Bank is not reimbursed and indemnified by Borrower, Lenders
      will reimburse, within ten (10) Banking Business Days after notice from Agent
      Bank, and indemnify and defend Agent Bank for and against any and all
      Liabilities and Costs which may be imposed on, incurred by, or asserted against
      it in any way relating to or arising out of this Credit Agreement, the Security
      Documentation or any of the other Loan Documents or any action taken or omitted
      by Agent Bank or under this Credit Agreement, the Security Documentation or
      any
      of the other Loan Documents, in proportion to each Lender's Pro Rata Share;
      provided that no Lender shall be liable for any portion of such Liabilities
      and
      Costs resulting from Agent Bank's gross negligence or willful misconduct. The
      obligations of Lenders under this Section 10.07 shall survive the payment in
      full of all Obligations and the termination of this Credit Agreement. In the
      event that after payment and distribution of any amount by Agent Bank to
      Lenders, any Lender or third party, including Borrower, any creditor of Borrower
      or a trustee in bankruptcy, recovers from Agent Bank any amount found to have
      been wrongfully paid to Agent Bank or disbursed by Agent Bank to Lenders, then
      Lenders, in proportion to their respective Pro Rata Shares, shall reimburse
      Agent Bank for all such amounts. Notwithstanding the foregoing, Agent Bank
      shall
      not be obligated to advance Liabilities and Costs and may require the deposit
      by
      each Lender of its Pro Rata Share of any material Liabilities and Costs
      anticipated by Agent Bank before they are incurred or made payable.

     

    Section
      10.08.  Agent
      Individually.
      With
      respect to its Pro Rata Share of the Bank
      Facilities
      hereunder and the Borrowings and Construction Disbursements made by it, Agent
      Bank shall have and may exercise the same rights and powers hereunder and is
      subject to the same obligations and liabilities as and to the extent set forth
      herein for any other Lender. The terms "Lenders", "Requisite Lenders" or any
      similar terms may include Agent Bank in its individual capacity as a Lender
      or
      one of the Requisite Lenders, but Requisite Lenders shall not include Agent
      Bank
      solely in its capacity as Agent Bank and need not necessarily include Agent
      Bank
      in its capacity as a Lender. Agent Bank and any Lender and its Affiliates may
      accept deposits from, lend money to, and generally engage in any kind of
      banking, trust or other business with Borrower or any of its Affiliates as
      if it
      were not acting as Agent Bank or Lender pursuant hereto.

     

    Section
      10.09.  Successor
      Agent Bank; Resignation of Agent Bank; Removal of Agent Bank.

     

    a.  Agent
      Bank may resign from the performance of all its functions and duties hereunder
      at any time by giving at least thirty (30) Banking Business Days' prior written
      notice to Lenders and Borrower, and shall automatically 

     

    
      
        
        

      

      
        112

        
          

        

      

      
        
        

      

       

      cease
        to
        be Agent Bank hereunder in the event a petition in bankruptcy shall be filed
        by
        or against Agent Bank or the Federal Deposit Insurance Corporation or any
        other
        Governmental Authority shall assume control of Agent Bank or Agent Bank's
        interests under the Bank Facilities. Further, Lenders (other than Agent Bank)
        may unanimously remove Agent Bank at any time upon the occurrence of gross
        negligence or wilful misconduct by Agent Bank by giving at least thirty (30)
        Banking Business Days' prior written notice to Agent Bank, Borrower and all
        other Lenders. Such resignation or removal shall take effect upon the acceptance
        by a successor Agent Bank of appointment pursuant to clause (b) or
        (c).

    

     

    b.  Upon
      any
      such notice of resignation by or removal of Agent Bank, the Requisite Lenders
      shall appoint a successor Agent Bank which appointment shall be subject to
      Borrower's consent (other than upon the occurrence and during the continuance
      of
      any Event of Default), which shall not be unreasonably withheld or delayed.
      Any
      successor Agent Bank must be a bank (i) the senior debt obligations of
      which (or such bank's parent's senior unsecured debt obligations) are rated
      not
      less than Baa-2 by Moody's Investors Services, Inc. or a comparable rating
      by a
      rating agency acceptable to the Requisite Lenders and (ii) which has total
      assets in excess of Ten Billion Dollars ($10,000,000,000.00).

     

    c.  If
      a
      successor Agent Bank shall not have been so appointed within said thirty (30)
      Banking Business Day period, the retiring or removed Agent Bank, with the
      consent of Borrower (other than upon the occurrence and during the continuance
      of any Event of Default) (which may not be unreasonably withheld or delayed),
      shall then appoint a successor Agent Bank who shall meet the requirements
      described in subsection (b) above and who shall serve as Agent Bank until such
      time, if any, as the Requisite Lenders, with the consent of Borrower (other
      than
      upon the occurrence and during the continuance of any Event of Default), appoint
      a successor Agent Bank as provided above.

     

    Section
      10.10.  Consent
      and Approvals.

     

    a.  Each
      consent, approval, amendment, modification or waiver specifically enumerated
      in
      this Credit Agreement as conditioned upon the prior consent or approval of
      the
      Requisite Lenders shall be evidenced by a written consent or approval delivered
      to Agent Bank.

     

    b.  Each
      consent, approval, amendment, modification or waiver specifically enumerated
      in
      Section 11.01 (i) through (iii) shall
      require the consent of all Lenders.

     

    c.  In
      addition to the required consents or approvals, Agent Bank may at any time
      request instructions from the Requisite Lenders with respect to 

     

    
      
        
        

      

      
        113

        
          

        

      

      
        
        

      

       

      any
        actions or approvals which, by the terms of this Credit Agreement or of any
        of
        the Loan Documents, Agent Bank is permitted or required to take or to grant
        without instructions from any Lenders, and if such instructions are promptly
        requested, Agent Bank shall be absolutely entitled to refrain from taking
        any
        action or to withhold any approval and shall not be under any liability
        whatsoever to any Person for refraining from taking any action or withholding
        any approval under any of the Loan Documents until it shall have received
        such
        instructions from the Requisite Lenders. Without limiting the foregoing,
        no
        Lender shall have any right of action whatsoever against Agent Bank as a
        result
        of Agent Bank acting or refraining from acting under this Credit Agreement,
        the
        Security Documentation or any of the other Loan Documents in accordance with
        the
        instructions of the Requisite Lenders or, where applicable, all Lenders.
        Agent
        Bank shall promptly notify each Lender at any time that the Requisite Lenders
        have instructed Agent Bank to act or refrain from acting pursuant
        hereto.

    

     

    d.  Each
      Lender agrees that any action taken by Agent Bank at the direction or with
      the
      consent of the Requisite Lenders in accordance with the provisions of this
      Credit Agreement or any Loan Document, and the exercise by Agent Bank at the
      direction or with the consent of the Requisite Lenders of the powers set forth
      herein or therein, together with such other powers as are reasonably incidental
      thereto, shall be authorized and binding upon all Lenders, except for actions
      specifically requiring the approval of all Lenders. All communications from
      Agent Bank to Lenders requesting Lenders' determination, consent, approval
      or
      disapproval (i) shall be given in the form of a written notice to each Lender,
      including notice of the Lender Reply Period described immediately hereinbelow,
      (ii) shall be accompanied by a description of the matter or thing as to
      which such determination, approval, consent or disapproval is requested, or
      shall advise each Lender where such matter or thing may be inspected, or shall
      otherwise describe the matter or issue to be resolved, (iii) shall include,
      if reasonably requested by a Lender and to the extent not previously provided
      to
      such Lender, written materials and a summary of all oral information provided
      to
      Agent Bank by Borrower in respect of the matter or issue to be resolved, and
      (iv) shall include Agent Bank's recommended course of action or
      determination in respect thereof. Each Lender shall reply promptly, but in
      any
      event within the number of Banking Business Days designated by Agent Bank in
      such request, which shall not be less than three (3) Banking Business Days
      (the
      "Lender Reply Period"). Unless a Lender shall give written notice to Agent
      Bank
      that it objects to the recommendation or determination of Agent Bank (together
      with a written explanation of the reasons behind such objection) within the
      Lender Reply Period, such Lender shall be deemed to have approved of or
      consented to such recommendation or determination. With respect to decisions
      requiring the approval of the Requisite Lenders or all Lenders, Agent Bank
      shall
      submit its recommendation or determination for approval of or consent to such
      recommendation or determination to all Lenders and upon receiving the required
      approval or consent shall follow the course of action or determination
      recommended to 

     

    
      
        
        

      

      
        114

        
          

        

      

      
        
        

      

       

      Lenders
        by Agent Bank or such other course of action recommended by the Requisite
        Lenders, and each non-responding Lender shall be deemed to have concurred
        with
        such recommended course of action.

    

     

    Section
      10.11.  Agency
      Provisions Relating to Collateral.

     

    a.  Agent
      Bank is hereby authorized on behalf of all Lenders, without the necessity of
      any
      notice to or further consent from any Lender, from time to time prior to an
      Event of Default, to take any action with respect to any Collateral or Loan
      Document which may be necessary to perfect and maintain Liens of the Security
      Documentation upon the Collateral granted pursuant to the Loan Documents. Agent
      Bank may make, and shall be reimbursed by Lenders (in accordance with their
      Pro
      Rata Shares), to the extent not reimbursed by Borrower, for, Protective
      Advance(s) during any one (1) calendar year with respect to the Collateral
      up to
      the sum of (i) amounts expended to pay real estate taxes, assessments and
      governmental charges or levies imposed upon such Collateral, (ii) amounts
      expended to pay insurance premiums for policies of insurance related to such
      Collateral, and (iii) One Hundred Thousand Dollars ($100,000.00).
      Protective Advances in excess of said sum during any calendar year for any
      Collateral shall require the consent of the Requisite Lenders. In addition,
      Agent Bank is hereby authorized on behalf of all Lenders, without the necessity
      of any notice to or further consent from any Lender, to waive the imposition
      of
      the late fees provided for in Section 2.14(a) up to a maximum of two (2) times
      per calendar year, including any extensions.

     

    b.  Lenders
      hereby irrevocably authorize Agent Bank, at its option and in its discretion,
      to
      release any Security Documentation granted to or held by Agent Bank upon any
      Collateral (i) upon Bank Facilities Termination and repayment and
      satisfaction of all Borrowings, Construction Disbursements, and all other
      Obligations and the termination of this Credit Agreement, or (ii) if
      approved, authorized or ratified in writing by Agent Bank at the direction
      of
      all Lenders. Agent Bank shall not be required to execute any document to
      evidence the release of the Security Documentation granted to Agent Bank for
      the
      benefit of Lenders herein or pursuant hereto upon any Collateral if, in Agent
      Bank's opinion, such document would expose Agent Bank to liability or create
      any
      obligation or entail any consequence other than the release of such Security
      Documentation without recourse or warranty, and such release shall not in any
      manner discharge, affect or impair the Obligations or any Security Documentation
      upon (or obligations of Borrower in respect of) any property which shall
      continue to constitute part of the Collateral.

     

    c.  Except
      as
      provided in this Credit Agreement, Agent Bank shall have no obligation
      whatsoever to any Lender or to any other Person to assure that the Collateral
      exists or is owned by Borrower or is cared for, protected or insured or has
      been
      encumbered or that the Security Documentation granted to Agent Bank herein
      

     

    
      
        
        

      

      
        115

        
          

        

      

      
        
        

      

       

      or
        in any
        of the other Loan Documents or pursuant hereto or thereto have been properly
        or
        sufficiently or lawfully created, perfected, protected or enforced or are
        entitled to any particular priority.

    

     

    d.  Should
      Agent Bank (i) employ counsel for advice or other representation (whether or
      not
      any suit has been or shall be filed) with respect to any Collateral or any
      part
      thereof, or any of the Loan Documents, or the attempt to enforce any security
      interest or Security Documentation on any of the Collateral, or (ii) commence
      any proceeding or in any way seek to enforce its rights or remedies under the
      Loan Documents, irrespective of whether as a result thereof Agent Bank shall
      acquire title to any Collateral, either through foreclosure, deed in lieu of
      foreclosure or otherwise, each Lender, upon demand therefor from time to time,
      shall contribute its share (based on its Pro Rata Share) of the reasonable
      costs
      and/or expenses of any such advice or other representation, enforcement or
      acquisition, including, but not limited to, fees of receivers or trustees,
      court
      costs, title company charges, filing and recording fees, appraisers' fees and
      fees and expenses of attorneys to the extent not otherwise reimbursed by
      Borrower; provided that Agent Bank shall not be entitled to reimbursement of
      its
      attorneys' fees and expenses incurred in connection with the resolution of
      disputes between Agent Bank and other Lenders unless Agent Bank shall be the
      prevailing party in any such dispute. Any loss of principal and interest
      resulting from any Event of Default shall be shared by Lenders in accordance
      with their respective Pro Rata Shares. It is understood and agreed that in
      the
      event Agent Bank determines it is necessary to engage counsel for Lenders from
      and after the occurrence of an Event of Default, said counsel shall be selected
      by Agent Bank.

     

    e.  In
      the
      event that all or any portion of the Collateral is acquired by Agent Bank as
      the
      result of a foreclosure or the acceptance of a deed or assignment in lieu of
      foreclosure, or is retained in satisfaction of all or any part of Borrower's
      obligations, title to any such Collateral or any portion thereof shall be held
      in the name of Agent Bank or a nominee or subsidiary of Agent Bank, as agent,
      for the ratable benefit of Agent Bank and Lenders. Agent Bank shall prepare
      a
      recommended course of action for such Collateral (the "Post-Foreclosure Plan"),
      which shall be subject to the approval of the Requisite Lenders. Unless a Lender
      shall give written notice to Agent Bank that it objects to the recommended
      Post-Foreclosure Plan or any alternative Post-Foreclosure Plan as set forth
      below, within the Lender Reply Period, such Lender shall be deemed to have
      approved such Post-Foreclosure Plan. In the event that the Requisite Lenders
      do
      not approve such Post-Foreclosure Plan, any Lender shall be permitted to submit
      an alternative Post-Foreclosure Plan to Agent Bank, and Agent Bank shall submit
      any and all such additional Post-Foreclosure Plans to the Lenders for evaluation
      and the approval of the Requisite Lenders. In accordance with the approved
      Post-Foreclosure Plan, Agent Bank shall manage, operate, repair, administer,
      complete, construct, restore or otherwise deal with the Collateral acquired
      and
      administer all 

     

    
      
        
        

      

      
        116

        
          

        

      

      
        
        

      

       

      transactions
        relating thereto, including, without limitation, employing a management agent,
        leasing agent and other agents, contractors and employees, including agents
        of
        the sale of such Collateral, and the collecting of rents and other sums from
        such Collateral and paying the expenses of such Collateral; actions taken
        by
        Agent Bank with respect to the Collateral, which are not provided for in
        the
        approved Post-Foreclosure Plan or reasonably incidental thereto, shall require
        the consent of the Requisite Lenders by way of supplement to such
        Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender
        will
        contribute its share (based on its Pro Rata Share) of all reasonable costs
        and
        expenses incurred by Agent Bank pursuant to the Post-Foreclosure Plan in
        connection with the construction, operation, management, maintenance, leasing
        and sale of such Collateral. In addition, Agent Bank shall render or cause
        to be
        rendered by the managing agent, to each of the Lenders, monthly, an income
        and
        expense statement for such Collateral, and each of the Lenders shall promptly
        contribute its Pro Rata Share of any operating loss for such Collateral,
        and
        such other expenses and operating reserves as Agent Bank shall deem reasonably
        necessary pursuant to and in accordance with the Post-Foreclosure Plan. To
        the
        extent there is net operating income from such Collateral, Agent Bank shall,
        in
        accordance with all applicable Gaming Laws and the Post-Foreclosure Plan,
        determine the amount and timing of distributions to Lenders. All such
        distributions shall be made to Lenders in accordance with their respective
        Pro
        Rata Shares. Lenders acknowledge that if title to any Collateral is obtained
        by
        Agent Bank or its nominee, such Collateral will not be held as a permanent
        investment but will be liquidated as soon as practicable. Agent Bank shall
        undertake to sell such Collateral, at such price and upon such terms and
        conditions as the Requisite Lenders shall reasonably determine to be most
        advantageous. Any purchase money mortgage or deed of trust taken in connection
        with the disposition of such Collateral in accordance with the immediately
        preceding sentence shall name Agent Bank, as agent for Lenders, as the
        beneficiary or mortgagee. In such case, Agent Bank and Lenders shall enter
        into
        an agreement with respect to such purchase money mortgage defining the rights
        of
        Lenders in the same Pro Rata Shares as provided hereunder, which agreement
        shall
        be in all material respects similar to this Article X insofar as the same
        is
        appropriate or applicable.

    

     

    Section
      10.12.  Lender
      Actions Against Collateral.
      Each
      Lender agrees that it will not take any action, nor institute any actions or
      proceedings, against Borrower or any other obligor hereunder, under the Security
      Documentation or under any other Loan Documents with respect to exercising
      claims against or rights in any Collateral without the consent of the Requisite
      Lenders.

     

    Section
      10.13.  Ratable
      Sharing.
      Subject
      to Section 10.03 and 10.04, Lenders agree among themselves that (i) with respect
      to all amounts received by them which are applicable to the payment of the
      Obligations, equitable adjustment will be made so that, in effect, all such
      amounts will be shared among them ratably in 

     

    
      
        
        

      

      
        117

        
          

        

      

      
        
        

      

       

      accordance
        with their Pro Rata Shares, whether received by voluntary payment, by
        counterclaim or cross action or by the enforcement of any or all of the
        Obligations, or the Collateral, (ii) if any of them shall by voluntary
        payment or by the exercise of any right of counterclaim or otherwise, receive
        payment of a proportion of the aggregate amount of the Obligations held by
        it
        which is greater than its Pro Rata Share of the payments on account of the
        Obligations, the one receiving such excess payment shall purchase, without
        recourse or warranty, an undivided interest and participation (which it shall
        be
        deemed to have done simultaneously upon the receipt of such payment) in such
        Obligations owed to the others so that all such recoveries with respect to
        such
        Obligations shall be applied ratably in accordance with their Pro Rata Shares;
        provided, that if all or part of such excess payment received by the purchasing
        party is thereafter recovered from it, those purchases shall be rescinded
        and
        the purchase prices paid for such participations shall be returned to that
        party
        to the extent necessary to adjust for such recovery, but without interest
        except
        to the extent the purchasing party is required to pay interest in connection
        with such recovery. Borrower agrees that any Lender so purchasing a
        participation from another Lender pursuant to this Section 10.13 may, to
        the
        fullest extent permitted by law, exercise all its rights of payment with
        respect
        to such participation as fully as if such Lender were the direct creditor
        of
        Borrower in the amount of such participation. No Lender shall exercise any
        setoff, banker's lien or other similar right in respect to any Obligations
        without the prior written approval by Agent Bank.

    

     

    Section
      10.14.  Delivery
      of Documents.
      Agent
      Bank shall as soon as reasonably practicable distribute to each Lender at its
      primary address set forth on the appropriate counterpart signature page hereof,
      or at such other address as a Lender may request in writing, (i) copies of
      all
      documents to which such Lender is a party or of which is executed or held by
      Agent Bank on behalf of such Lender, (ii) all documents of which Agent Bank
      receives copies from Borrower pursuant to Article VI and Section 11.03,
      (iii) all other documents or information which Agent Bank is required to
      send to Lenders pursuant to the terms of this Credit Agreement, (iv) other
      information or documents received by Agent Bank at the request of any Lender,
      and (v) all notices received by Agent Bank pursuant to Section 5.20. In
      addition, within fifteen (15) Banking Business Days after receipt of a request
      in writing from a Lender for written information or documents provided by or
      prepared by Borrower, Agent Bank shall deliver such written information or
      documents to such requesting Lender if Agent Bank has possession of such written
      information or documents in its capacity as Agent Bank or as a
      Lender.

     

    Section
      10.15.  Notice
      of Events of Default.
      Agent
      Bank shall not be deemed to have knowledge or notice of the occurrence of any
      Default or Event of Default (other than nonpayment of principal of or interest
      on the Bank
      Facilities)
      unless
      Agent Bank has received notice in writing from a Lender or Borrower referring
      to
      this Credit Agreement or the other Loan Documents, describing such event or
      condition and 

     

    
      
        
        

      

      
        118

        
          

        

      

      
        
        

      

       

      expressly
        stating that such notice is a notice of a Default or Event of Default. Should
        Agent Bank receive such notice of the occurrence of a Default or Event of
        Default, or should Agent Bank send Borrower a notice of Default or Event
        of
        Default, Agent Bank shall promptly give notice thereof to each
        Lender.

    

     

     

    ARTICLE
      XI  

     

    GENERAL
      TERMS AND CONDITIONS

    


    The
      following terms and conditions shall be applicable throughout the term of this
      Credit Agreement:

     

    Section
      11.01.  Amendments
      and Waivers.
      (a) No amend-ment or modification of any provision of this Credit Agreement
      shall be effective without the written agreement of the Requisite Lenders (after
      notice to all Lenders) and Borrower (except for rights and priorities of Lenders
      as amongst themselves as provided in Section 10.04(a) which do not require
      the consent of Borrower), and (b) no termination or waiver of any provision
      of this Credit Agreement, or consent to any departure by Borrower therefrom
      (except as expressly provided in Section 10.11(a) with respect to waivers of
      late fees), shall in any event be effective without the written concurrence
      of
      Requisite Lenders (after notice to all Lenders), which Requisite Lenders shall
      have the right to grant or withhold at their sole discretion, except that the
      following amendments, modifications or waivers shall require the consent of
      all
      Lenders:

     

    (i)  modify
      any requirement hereunder that any particular action be taken by all the Lenders
      or by the Requisite Lenders, modify this Section 11.01 or change the definition
      of "Requisite Lenders", or remove Agent Bank, without regard to the vote of
      Agent Bank as a Lender, under Section 10.09(a), shall be effective unless
      consented to by all of the Lenders;

     

    (ii)  increase
      the amount of the C/T Loan or the Aggregate RLC Commitment or the Syndication
      Interest of any Lender, release any Collateral except as specifically provided
      in the Credit Agreement, release CCI from the Completion Guaranty, extend the
      Maturity Date or change any provision expressly requiring the consent of all
      Lenders; or

     

    (iii)  reduce
      any fees described in Section 2.13 or extend the due date for, or reduce or
      postpone the amount of, any required principal reduction on the Bank
      Facilities,
      or
      reduce the rate of interest or postpone the payment of interest on the
Bank
      Facilities,
      shall
      be made without the consent of all of the Lenders.

     

    
      
        
        

      

      
        119

        
          

        

      

      
        
        

      

    

    In
      connection with any proposed amendment, modification, supplement, extension,
      termination, consent or waiver requiring the consent of all Lenders as set
      forth
      in (i) through (iii) above, if the consent of the Requisite Lenders is obtained,
      but the consent of other Lenders whose consent is required is not obtained
      (any
      such Lender whose consent is not obtained as described in this Section 11.01
      being referred to as a "Non-Consenting Lender"), then, so long as the Lender
      that is acting as the Agent Bank is not a Non-Consenting Lender, at the
      Borrower's request, the Lender that is acting as the Agent Bank or an Eligible
      Assignee that is acceptable to the Agent Bank (in either case the "Purchasing
      Lender") shall have the right with the Agent Bank's consent and in the Agent
      Bank's sole discretion (but shall have no obligation) to purchase from such
      Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall,
      upon
      the Agent Bank's request, sell and assign to the Purchasing Lender all of its
      rights and obligations under this Credit Agreement and the other Loan Documents
      (including all of its rights and obligations in the Bank Facilities) for an
      amount equal to the Non-Consenting Lender's Syndication Interest in the Funded
      Outstandings and all accrued interest and fees with respect thereto through
      the
      date of sale (or such other amounts as may be agreed upon by the Non-Consenting
      Lender and the Purchasing Lender). In such event, such Non-Consenting Lender
      and
      such Purchasing Lender agree to execute an Assignment and Assumption Agreement
      to reflect such purchase and sale, but regardless of whether such Assignment
      and
      Assumption Agreement is executed by such Non-Consenting Lender, such
      Non-Consenting Lender's rights hereunder, except rights under Section 5.14
      (i.e.
      Indemnification by the Borrower) and 11.14 (i.e. Arbitration) with respect
      to
      actions prior to such date, shall cease from and after the date of presentation
      of the Assignment and Assumption Agreement duly executed by such Purchasing
      Lender and tender by the Purchasing Lender of the amount of the purchase
      price.

    


    No
      amendment, modification, termination or waiver of any provision of Article
      X or
      any other provision referring to Agent Bank shall be effective without the
      written concurrence of Agent Bank, but only if such amendment, modification,
      termination or waiver alters the obligations or rights of Agent Bank. Any waiver
      or consent shall be effective only in the specific instance and for the specific
      purpose for which it was given. No notice to or demand on Borrower in any case
      shall entitle Borrower to any other further notice or demand in similar or
      other
      circumstances. Any amendment, modification, termination, waiver or consent
      effected in accordance with this Section 11.01 shall be binding on each
      assignee, transferee or recipient of Agent Bank's or any Lender's Syndication
      Interest under this Credit Agreement or the Bank Facilities at the time
      outstanding. No
      modification of Section 2.10 shall be made without the consent of the L/C
      Issuer.

     

    Section
      11.02.  Failure
      to Exercise Rights.
      Nothing
      herein contained shall impose upon Banks or Borrower any obligation to enforce
      any terms, covenants or conditions contained herein. Failure of Banks or
      Borrower, in any one or more instances, to insist upon strict performance by
      Borrower or Banks of any terms, covenants or 

     

    
      
        
        

      

      
        120

        
          

        

      

      
        
        

      

       

      conditions
        of this Credit Agreement or the other Loan Documents, shall not be considered
        or
        taken as a waiver or relinquishment by Banks or Borrower of their right to
        insist upon and to enforce in the future, by injunction or other appropriate
        legal or equitable remedy, strict compliance by Borrower or Banks with all
        the
        terms, covenants and conditions of this Credit Agreement and the other Loan
        Documents. The consent of Banks or Borrower to any act or omission by Borrower
        or Banks shall not be construed to be a consent to any other or subsequent
        act
        or omission or to waive the requirement for Banks' or Borrower's consent
        to be
        obtained in any future or other instance.

    

     

    Section
      11.03.  Notices
      and Delivery.

     

    a.  The
      Borrower agrees that the Agent Bank may make any material delivered by the
      Borrower to the Agent Bank, as well as any amendments, waivers, consents, and
      other written information, documents, instruments and other materials relating
      to the Borrower, any of its Subsidiaries or Affiliates, or any other materials
      or matters relating to this Credit Agreement, the Notes or any of the
      transactions contemplated hereby (collectively, the "Communications") available
      to the Lenders by posting such notices on an electronic delivery system (which
      may be provided by the Agent Bank, an Affiliate of the Agent Bank, or any Person
      that is not an Affiliate of the Agent Bank), such as IntraLinks, or a
      substantially similar electronic system (the "Platform"). The Borrower
      acknowledges that (i) the distribution of material through an electronic medium
      is not necessarily secure and that there are confidentiality and other risks
      associated with such distribution, (ii) the Platform is provided "as is" and
      "as
      available" and (iii) neither the Agent Bank nor any of its Affiliates warrants
      the accuracy, completeness, timeliness, sufficiency, or sequencing of the
      Communications posted on the Platform. The Agent Bank and its Affiliates
      expressly disclaim with respect to the Platform any liability for errors in
      transmission, incorrect or incomplete downloading, delays in posting or
      delivery, or problems accessing the Communications posted on the Platform and
      any liability for any losses, costs, expenses or liabilities that may be
      suffered or incurred in connection with the Platform. No warranty of any kind,
      express, implied or statutory, including, without limitation, any warranty
      of
      merchantability, fitness for a particular purpose, non-infringement of third
      party rights or freedom from viruses or other code defects, is made by the
      Agent
      Bank or any of its Affiliates in connection with the Platform.

     

    b.  Each
      Lender agrees that notice to it (as provided in the next sentence) (a "Notice")
      specifying that any Communication has been posted to the Platform shall for
      purposes of this Credit Agreement constitute effective delivery to such Lender
      of such information, documents or other materials comprising such Communication.
      Each Lender agrees (i) to notify, on or before the date such Lender


     

    
      
        
        

      

      
        121

        
          

        

      

      
        
        

      

       

      becomes
        a
        party to this Credit Agreement, the Agent Bank in writing of such Lender's
        e-mail address to which a Notice may be sent (and from time to time thereafter
        to ensure that the Agent Bank has on record an effective e-mail address for
        such
        Lender) and (ii) that any Notice may be sent to such e-mail
        address.

    

     

    c.  Notwithstanding
      the foregoing, any Communications may be personally served, faxed or sent by
      courier service or United States mail and shall be deemed to have been given
      when delivered in person or by courier service, upon receipt of a facsimile
      (or
      on the next Banking Business Day if such facsimile is received on a non-Banking
      Business Day or after 5:00 p.m. on a Banking Business Day) or four (4) Banking
      Business Days after deposit in the United States mail (registered or certified,
      with postage prepaid and properly addressed). Notices to Agent Bank pursuant
      to
      Articles II shall not be effective until received by Agent Bank.

     

    d.  For
      the
      purposes hereof, the addresses of the parties hereto (until notice of a change
      thereof is delivered as provided in this Section 11.03) shall be as set forth
      below each party's name on the signature pages hereof, or, as to each party,
      at
      such other address as may be designated by such party in an Assignment and
      Assumption Agreement or in a written notice to all of the other parties. All
      non-electronic deliveries to be made to Agent Bank for distribution to the
      Lenders shall be made to Agent Bank at the addresses specified for notice on
      the
      signature page hereto and in addition, a sufficient number of copies of each
      such delivery shall be delivered to Agent Bank for delivery to each Lender
      at
      the address specified for deliveries on the signature page hereto or such other
      address as may be designated by Agent Bank in a written notice.

     

    Section
      11.04.  Modification
      in Writing.
      This
      Credit Agreement and the other Loan Documents constitute the entire agreement
      between the parties and supersede all prior agreements whether written or oral
      with respect to the subject matter hereof, including, but not limited to, any
      term sheets furnished by any of the Banks to Borrower. Neither this Credit
      Agreement, nor any other Loan Documents, nor any provision herein, or therein,
      may be changed, waived, discharged or terminated orally, but only by an
      instrument in writing signed by the party against whom enforcement of the
      change, waiver, discharge or termination is sought.

     

    Section
      11.05.  Other
      Agreements.
      If the
      terms of any documents, certificates or agreements delivered in connection
      with
      this Credit Agreement are inconsistent with the terms of the Loan Documents,
      Borrower shall use its best efforts to amend such document, certificate or
      agreement to the satisfaction of Agent Bank to remove such
      inconsistency.

     

    Section
      11.06.  Counterparts.
      To
      facilitate execution, this Credit Agreement may be executed in as many
      counterparts as may be convenient or 

     

    
      
        
        

      

      
        122

        
          

        

      

      
        
        

      

       

      required.
        It shall not be necessary that the signature of, or on behalf of, each party,
        or
        that the signature of all persons required to bind any party, appear on each
        counterpart. All counterparts shall collectively constitute a single instrument.
        It shall not be necessary in making proof of this Credit Agreement to produce
        or
        account for more than a single counterpart containing the respective signatures
        of, or on behalf of, each of the parties hereto. Any signature page to any
        counterpart may be detached from such counterpart without impairing the legal
        effect of the signatures thereon and thereafter attached to another counterpart
        identical thereto except having attached to it additional signature
        pages.

    

     

    Section
      11.07.  Rights,
      Powers and Remedies are Cumulative.
      None of
      the rights, powers and remedies conferred upon or reserved to Agent Bank, Banks
      or Borrower in this Credit Agreement are intended to be exclusive of any other
      available right, power or remedy, but each and every such right, power and
      remedy shall be cumulative and not alternative, and shall be in addition to
      every right, power and remedy herein specifically given or now or hereafter
      existing at law, in equity or by statute. Any forbearance, delay or omission
      by
      Agent Bank, Banks or Borrower in the exercise of any right, power or remedy
      shall not impair any such right, power or remedy or be considered or taken
      as a
      waiver or relinquishment of the right to insist upon and to enforce in the
      future, by injunction or other appropriate legal or equitable remedy, any of
      said rights, powers and remedies given to Agent Bank, Banks or Borrower herein.
      The exercise of any right or partial exercise thereof by Agent Bank, Banks
      or
      Borrower shall not preclude the further exercise thereof and the same shall
      continue in full force and effect until specifically waived by an instrument
      in
      writing executed by Agent Bank or Banks, as the case may be.

     

    Section
      11.08.  Continuing
      Representations.
      All
      agreements, representations and warranties made herein shall survive the
      execution and delivery of this Credit Agreement, the making of the Bank
      Facilities
      hereunder and the execution and delivery of each other Loan Document until
      and
      final payment of all sums owing under the Bank
      Facilities
      and the
Bank
      Facilities
      have
      been irrevocably terminated.

     

    Section
      11.09.  Successors
      and Assigns.
      All of
      the terms, covenants, warranties and conditions contained in this Credit
      Agreement shall be binding upon and inure to the sole and exclusive benefit
      of
      the parties hereto and their respective successors and assigns.

     

    Section
      11.10.  Assignment
      of Loan Documents by Borrower or Syndication Interests by
      Lenders.
      

     

    a.  This
      Credit Agreement and the other Loan Documents to which Borrower is a party
      will
      be binding upon and inure to the benefit of Borrower, the Agent Bank, each
      of
      the Banks, and their respective successors and assigns, except

     

    
      
        
        

      

      
        123

        
          

        

      

      
        
        

      

       

      that,
        Borrower may not assign its rights hereunder or thereunder or any interest
        herein or therein without the prior written consent of all the Lenders. Any
        attempted assignment or delegation in contravention of the foregoing shall
        be
        null and void. Any Lender may at any time pledge its Syndication Interest
        in the
Bank
        Facilities,
        the
        Credit Agreement and the Loan Documents to a Federal Reserve Bank, but no
        such
        pledge shall release that Lender from its obligations hereunder or grant
        to such
        Federal Reserve Bank the rights of a Lender hereunder absent foreclosure
        of such
        pledge.

    

     

    b.  Each
      Lender may assign all or any part of its Syndication Interest in the
Bank
      Facilities
      to any
      Affiliate of such Lender which is an Eligible Assignee or to any other Lender
      without consent and to one or more financial institutions that are Eligible
      Assignees with the prior consent of the Agent Bank and Borrower (so long as
      no
      Event of Default has occurred and remains continuing), which consents shall
      not
      be unreasonably withheld or delayed; provided,
      however, that the minimum amount of each such assignment shall be Two Million
      Five Hundred Thousand Dollars ($2,500,000.00), or such lesser amount as
      constitutes the remaining amount of a Lender's Syndication Interest in the
      Bank
      Facilities
      (except
      that there shall be no minimum assignment among the Lenders or to their
      Affiliates), and each assignee Lender (or assignor if so agreed between the
      assignee Lender and such assignor) shall pay to the Agent Bank an assignment
      fee
      of Three Thousand Five Hundred Dollars ($3,500.00) with respect to each such
      assignment. Each such assignment shall be evidenced by an assignment
      substantially in the form of the Assignment and Assumption Agreement. Upon
      any
      such assignment, the assignee financial institution shall become a Lender for
      all purposes under the Credit Agreement and each of the Loan Documents and
      the
      assigning Lender shall be released from its further obligations hereunder to
      the
      extent of such assignment. Agent Bank agrees to give prompt notice to Borrower
      of each assignment made under this Section 11.10(b) and to deliver to
      Borrower each revision to the Schedule of Lenders' Proportions in Bank
      Facilities
      made as
      a consequence of each such assignment. In no event may any Lender sell all
      or
      any portion of its Syndication Interest in the C/T Loan or in the Revolving
      Credit Facility separate and apart from its Syndication Interest in the other.
      Each Lender shall at all times until Bank Facilities Termination hold an equal
      Syndication Interest in each of the C/T Loan and the Revolving Credit
      Facility.

     

    c.  Each
      Lender may sell participations for all or any part of its Syndication Interest
      in the Bank
      Facilities;
      provided,
      however, that (i) such Lender shall remain responsible for its total
      obligations under the Credit Agreement and each of the Loan Documents,
      (ii) the Borrower and the Agent Bank shall continue to deal solely with
      such Lender in connection with such Lender's rights and obligations under the
      Credit Agreement and each of the Loan Documents, and (iii) such Lender
      shall not sell any participation under which the participant would have rights
      to approve any amendment or waiver relating to the Credit Agreement or any
      Loan
      Document except to the extent 

     

    
      
        
        

      

      
        124

        
          

        

      

      
        
        

      

       

      any
        such
        amendment or waiver would (w) extend the final Maturity Date or the date
        for the payment or any installments of fees, principal or interest due in
        respect of the Bank
        Facilities,
        (x) reduce the interest rates or fees applicable to the Bank
        Facilities
        or
        (y) release any material portion of the Collateral. Notwithstanding the
        foregoing, the rights of the Lenders to make assignments and to grant
        participations shall be subject to the approval by the Gaming Authorities
        of the
        assignee or participant, to the extent required by applicable Gaming Laws,
        and
        to applicable securities laws.

    

     

    d.  In
      the
      event any Lender is found unsuitable as a Lender under the Bank
      Facilities
      by the
      Colorado Gaming Authorities ("Unsuitable Lender"): (a) Agent Bank shall use
      its best efforts to find a replacement Lender, (b) Borrower shall have the
      right to prepay the C/T Loan and reduce the Aggregate RLC Commitment by the
      amount of the Syndication Interest held by the Unsuitable Lender, and any
      payments required in connection with such prepayment and reduction shall be
      made
      to the Unsuitable Lender and not on a pro rata basis to all Lenders until a
      replacement Lender, if any, commits to acquire the Syndication Interest of
      the
      Unsuitable Lender, at which time the balance of the C/T Loan and the Aggregate
      RLC Commitment shall be increased by the amount of the prepayment and reduction,
      and (c) upon full payment of all outstanding amounts of principal and interest
      owing it, such Unsuitable Lender shall execute such documents as may be required
      by Agent Bank, Borrower or any applicable gaming authorities to evidence the
      termination of its Syndication Interest in the Bank Facilities.

     

    Section
      11.11.  Action
      by Lenders.
      Whenever Banks shall have the right to make an election, or to exercise any
      right, or their consent shall be required for any action under this Credit
      Agreement or the Loan Documents, then such election, exercise or consent shall
      be given or made for all Banks by Agent Bank in accordance with the provisions
      of Section 11.01. Notices, reports and other documents required to be given
      by Borrower to Banks hereunder may be given by Borrower to Agent Bank on behalf
      of Banks, with sufficient copies for distribution to each of the Banks, and
      the
      delivery to Agent Bank shall constitute delivery to Banks. In the event any
      payment or payments are received by a Lender other than Agent Bank, Borrower
      consents to such payments being shared and distributed as provided
      herein.

     

    Section
      11.12.  Time
      of Essence.
      Time
      shall be of the essence of this Credit Agreement.

     

    Section
      11.13.  Choice
      of Law and Forum.
      This
      Credit Agreement and each of the Loan Documents shall be governed by and
      construed in accordance with the internal laws of the State of Nevada without
      regard to principles of conflicts of law; provided, however, that Colorado
      law
      shall govern the perfection and enforcement of the Security Documentation.
      Borrower further agrees that the full and exclusive forum for the determination
      of any action relating to this Credit Agreement, the Loan 

     

    
      
        
        

      

      
        125

        
          

        

      

      
        
        

      

       

      Documents,
        or any other document or instrument delivered in favor of Banks pursuant
        to the
        terms hereof, other than the Security Documentation, shall be either an
        appropriate Court of the State of Nevada or the United States District Court
        or
        United States Bankruptcy Court for the District of Nevada. The full and
        exclusive forum for the determination of any action relating to the Security
        Documentation or the Collateral shall either be an appropriate court of the
        State of Colorado or the United States District or the United States Bankruptcy
        Court for the District of Colorado.

    

     

    Section
      11.14.  Arbitration.

     

    a.  Upon
      the
      request of any party, whether made before or after the institution of any legal
      proceeding, any action, dispute, claim or controversy of any kind (e.g., whether
      in contract or in tort, statutory or common law, legal or equitable) ("Dispute")
      now existing or hereafter arising between the parties in any way arising out
      of,
      pertaining to or in connection with the Credit Agreement, Loan Documents or
      any
      related agreements, documents, or instruments (collectively the "Documents"),
      may, by summary proceedings (e.g., a plea in abatement or motion to stay further
      proceedings), bring an action in court to compel arbitration of any
      Dispute.

     

    b.  All
      Disputes between the parties shall be resolved by binding arbitration governed
      by the Commercial Arbitration Rules of the American Arbitration Association.
      Judgment upon the award rendered by the arbitrators may be entered in any court
      having jurisdiction.

     

    c.  No
      provision of, nor the exercise of any rights under this arbitration clause
      shall
      limit the rights of any party, and the parties shall have the right during
      any
      Dispute, to seek, use and employ ancillary or preliminary remedies, judicial
      or
      otherwise, for the purposes of realizing upon, preserving, protecting or
      foreclosing upon any property, real or personal, which is involved in a Dispute,
      or which is subject to, or described in, the Documents, including, without
      limitation, rights and remedies relating to: (i) foreclosing against any
      real or personal property collateral or other security by the exercise of a
      power of sale under the Security Documentation or other security agreement
      or
      instrument, or applicable law, (ii) exercising self-help remedies (including
      setoff rights) or (iii) obtaining provisional or ancillary remedies such as
      injunctive relief, sequestration, attachment, garnishment or the appointment
      of
      a receiver from a court having jurisdiction before, during or after the pendency
      of any arbitration. The institution and maintenance of an action for judicial
      relief or pursuit of provisional or ancillary remedies or exercise of self-help
      remedies shall not constitute a waiver of the right of any party, including
      the
      plaintiff, to submit the Dispute to arbitration nor render inapplicable the
      compulsory arbitration provision hereof.

     

    Section
      11.15.  Waiver
      of Jury Trial.
      TO THE
      MAXIMUM EXTENT PERMITTED BY LAW, BORROWER AND EACH OF THE BANKS EACH MUTUALLY
      

     

    
      
        
        

      

      
        126

        
          

        

      

      
        
        

      

       

      HEREBY
        EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY ACTION, CAUSE OF ACTION,
        CLAIM, DEMAND, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS CREDIT
        AGREEMENT, THE NOTES OR ANY OF THE LOAN DOCUMENTS, OR IN ANY WAY CONNECTED
        WITH,
        RELATED TO, OR INCIDENTAL TO THE DEALINGS OF BORROWER AND BANKS WITH RESPECT
        TO
        THIS CREDIT AGREEMENT, THE NOTES OR ANY OF THE LOAN DOCUMENTS, OR THE
        TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
        ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE.
        TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWER AND EACH OF THE BANKS EACH
        MUTUALLY AGREE THAT ANY SUCH ACTION, CAUSE OF ACTION, CLAIM, DEMAND, OR
        PROCEEDINGS SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT THE
        DEFENDING PARTY MAY FILE AN ORIGINAL COUNTERPART OF THIS SECTION WITH ANY
        COURT
        OR OTHER TRIBUNAL AS WRITTEN EVIDENCE OF THE CONSENT OF THE COMPLAINING PARTY
        TO
        THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

    

     

    Section
      11.16.  Scope
      of Approval and Review.
      Any
      inspection of the Casino Facility or other documents shall be deemed to be
      made
      solely for Banks' internal purposes and shall not be relied upon by the Borrower
      or any third party. In no event shall Lenders be deemed or construed to be
      joint
      venturers or partners of Borrower.

     

    Section
      11.17.  Severability
      of Provisions.
      In the
      event any one or more of the provisions contained in this Credit Agreement
      shall
      be invalid, illegal or unenforceable in any respect, the validity, legality
      and
      enforceability of the remaining provisions contained herein shall not in any
      way
      be affected or impaired thereby.

     

    Section
      11.18.  Cumulative
      Nature of Covenants.
      All
      covenants contained herein are cumulative and not exclusive of each other
      covenant. Any action allowed by any covenant shall be allowed only if such
      action is not prohibited by any other covenant.

     

    Section
      11.19.  Costs
      to Prevailing Party.
      If any
      action or arbitration proceeding is brought by any party against any other
      party
      under this Credit Agreement or any of the Loan Documents, the prevailing party
      shall be entitled to recover such costs and attorney's fees as the court in
      such
      action or proceeding may adjudge reasonable.

     

    Section
      11.20.  Expenses.

     

    a.  Generally.
      Borrower agrees upon demand to pay, or reimburse Agent Bank for, all of Agent
      Bank's documented reasonable out-of-pocket 

     

    
      
        
        

      

      
        127

        
          

        

      

      
        
        

      

       

      costs
        and
        expenses of every type and nature (including travel expenses incurred by
        Agent
        Bank both before and after the Closing Date in connection with the sale of
        Syndication Interests in the Bank Facilities) incurred by Agent Bank at any
        time
        (whether prior to, on or after the date of this Credit Agreement) in connection
        with (i) any requests for consent, waiver or other modification of any Loan
        Document made by Borrower; (ii) the negotiation, preparation and execution
        of this Credit Agreement (including, without limitation, the satisfaction
        or
        attempted satisfaction of any of the conditions set forth in Article III),
        the
        Security Documentation and the other Loan Documents and the advance of
        Borrowings; (iii) the subordination of any Collateral, including title
        charges, recording fees and reasonable attorneys' fees and costs incurred
        in
        connection therewith; (iv) any appraisals performed after the occurrence of
        an Event of Default; (v) the creation, perfection or protection of the Security
        Documentation on the Collateral (including, without limitation, any fees
        and
        expenses for title and lien searches, local counsel in various jurisdictions,
        filing and recording fees and taxes, duplication costs and corporate search
        fees); (vi) all reasonable costs and expenses incurred by Agent Bank in
        connection with the sale of Syndication Interests in the Bank Facilities;
        and
        (vii) the protection, collection or enforcement of any of the Obligations
        or the Collateral, including Protective Advances.

    

     

    b.  After
      Event of Default.
      Borrower further agrees to pay, or reimburse Agent Bank and Lenders, for all
      reasonable out-of-pocket costs and expenses, including without limitation
      reasonable attorneys' fees and disbursements incurred by Agent Bank or Lenders
      after the occurrence of an Event of Default (i) in enforcing any Obligation
      or in foreclosing against the Collateral or exercising or enforcing any other
      right or remedy available by reason of such Event of Default; (ii) in
      connection with any refinancing or restructuring of the credit arrangements
      provided under this Credit Agreement in the nature of a "work-out" or in any
      insolvency or bankruptcy proceeding; (iii) in commencing, defending or
      intervening in any litigation or in filing a petition, complaint, answer, motion
      or other pleadings in any legal proceeding relating to Borrower and related
      to
      or arising out of the transactions contemplated hereby; (iv) in taking any
      other action in or with respect to any suit or proceeding (whether in bankruptcy
      or otherwise); (v) in protecting, preserving, collecting, leasing, selling,
      taking possession of, or liquidating any of the Collateral; or (vi) in
      attempting to enforce or enforcing any lien in any of the Collateral or any
      other rights under the Security Documentation.

     

    Section
      11.21.  Setoff.
      In
      addition to any rights and remedies of the Agent Bank provided by law, if any
      Event of Default exists, Agent Bank is authorized at any time and from time
      to
      time, without prior notice to Borrower, any such notice being waived by the
      Borrower to the fullest extent permitted by law, to set-off and apply any and
      all deposits (general or special, time or demand, provisional or final) at
      any
      time held by Agent Bank to or for the credit or the account of Borrower against
      any and all 

     

    
      
        
        

      

      
        128

        
          

        

      

      
        
        

      

       

      obligations
        of Borrower under the Bank Facilities, now or hereafter existing, irrespective
        of whether or not the Agent Bank shall have made demand under this Credit
        Agreement or any Loan Document and although such amounts owed may be contingent
        or unmatured. Agent Bank agrees promptly to notify the Borrower (and Agent
        Bank
        shall promptly notify each other Lender) after any such setoff and application
        made by Agent Bank; provided, however, that the failure to give such notice
        shall not affect the validity of such set-off and application. The rights
        of
        Agent Bank under this Section 11.21 are in addition to the other rights and
        remedies which Agent Bank may have.

    

     

    Section
      11.22.  Confidentiality.
      Each
      Bank agrees to hold any non-public information that it may receive from Borrower
      pursuant to this Credit Agreement (or pursuant to any other Loan Document)
      in
      confidence and consistent with its respective policies for handling material
      non-public information, except
      for
      disclosure: (a) to legal counsel and accountants for Borrower or such Lender;
      (b) to the other professional advisors to Borrower or such Lender, provided
      that
      the recipient has accepted such information subject to a confidentiality
      agreement substantially similar to this Section 11.22; (c) to
      regulatory officials having jurisdiction over such Lender; (d) to any
      Gaming Authority having regulatory jurisdiction over Borrower, provided that
      such Lender agrees to endeavor to notify Borrower of any such disclosure; and
      (e) as required by law or legal process or in connection with any legal
      proceeding, provided that Lender uses reasonable efforts to notify Borrower
      prior to any such disclosure. For purposes of the foregoing, "non-public
      information" shall mean any information respecting Borrower reasonably
      considered by Borrower to be material and not available to the public,
other
      than
      (i) information previously filed with any governmental agency and available
      to the public, (ii) information which is available to the general public at
      the time of use or disclosure, (iii) information which becomes available to
      the general public, other than by manner of unauthorized disclosure or use,
      or
      (iv) information previously published in any public medium from a source
      other than, directly or indirectly, Lenders. Nothing in this Section shall
      be
      construed to create or give rise to any fiduciary duty on the part of Lenders
      to
      Borrower.

     

    Section
      11.23.  Security
      and Loan Documentation.
      The
      Security Documentation and other Loan Documents (other than this Credit
      Agreement) may be held in the name of WFB as the Agent Bank of all Banks
      hereunder pursuant to the terms of this Credit Agreement.

     

    Section
      11.24.  Schedules
      Attached.
      Schedules are attached hereto and incorporated herein and made a part hereof
      as
      follows:

     

    Schedule
      2.01(a)  - Schedule
      of Lenders' Proportions in Bank Facilities

    


    Schedule
      2.03(d) - C/T
      Loan
      Reduction Schedule

    


    
      
        
        

      

      
        129

        
          

        

      

      
        
        

      

    

    Schedule
      3.13(b)          - Schedule
      of Significant Litigation

    


    Schedule
      4.15  - Schedule
      of Spaceleases

     

    Schedule 4.16  - Schedule
      of Equipment Leases and Contracts

     

    Schedule
      4.23  - Schedule
      of Contingent Liabilities

    


    Schedule
      5.09(k)          - Schedule
      of General Contractor Minimum Insurance Requirements

     

    Section
      11.25.  Exhibits
      Attached.
      Exhibits are attached hereto and incorporated herein and made a part hereof
      as
      follows:

     

    Exhibit
      A - C/T
      Note

    


    Exhibit
      B - Revolving
      Credit Note 

    


    Exhibit
      C - Notice
      of
      Borrowing - Form

    


    Exhibit
      D - Construction
      Disbursement Request -Form

    


    Exhibit
      E - Payment
      Subordination Agreement - Form

    


    Exhibit
      F - Compliance
      Certificate - Form

    


    Exhibit
      G - Legal
      Opinion - Form

    


    Exhibit
      H - Management
      Subordination Agreement - Form 

     

    Exhibit
      I - Authorized
      Officer Certificate -Form

    


    Exhibit
      J - Closing
      Certificate - Form

    


    Exhibit
      K -
       Assignment
      and Assumption Agreement - Form

    


    Exhibit
      L - Real
      Property Description

    


    Exhibit
      M - Financial
      Requirement Analysis - Form

    


    Exhibit
      N - Lender's
      Disbursement Budget - Form

    


    
      
        
        

      

      
        130

        
          

        

      

      
        
        

      

    

    Exhibit
      O - Completion
      Guaranty - Form

    


    Exhibit
      P -
       Cash
      Collateral Pledge Agreement - Form

    



    
      
        
        

      

      
        131

        
          

        

      

      
        
        

        
          


        

      

    



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

    


    
      	 	
              BORROWER:

               

               

              CC
                TOLLGATE LLC,

              a
                Delaware limited liability company

               

              By:        
                CENTURY
                CASINOS TOLLGATE,

              INC.,
                a Delaware corporation,

              its
                Managing Member

               

               

              By:
                /s/ Larry Hannappel

                             
                Larry Hannappel,

              CEO
                and Secretary

               

              Address
                for Borrower:

               

              1263
                Lake Plaza Drive

              Colorado
                Springs, CO 80906

              Attn:
                Larry Hannappel 

               

              Telephone: (719)
                527-8300 #204

              Facsimile: (586)
                816-1642

            


    

    



    
      
        S-1

      

      
        
          

        

      

      
        
        

        
          


        

      

    



    
      	 	
               

              BANKS:

               

              WELLS
                FARGO BANK,

              National
                Association,

              Agent
                Bank, Lender and L/C Issuer

               

               

              By:
                /s/ Ryan Edde

              Ryan
                Edde,

              Vice
                President 

               

              Address:

               

              5340
                Kietzke Lane, Suite 201

              Reno,
                NV 89511

               

              Telephone:
                (775) 689-6010 

              Facsimile:
                (775) 689-6026 

            


    

    



    
      
        S-2

      

      
        
          

        

      

      
        
        

        
          


        

      

    



    
      	 	
               

              MARSHALL
                BANKFIRST CORP.,

              a
                Minnesota corporation,

              Lender

               

               

              By:
                /s/ Steve Erickson     

              Steve
                Erickson,

              Senior
                Vice President

               

              Address: 150
                South 5th
                Street

                              
                Suite
                3000

                             
                Minneapolis, MN 55402

               

              Telephone: (612)
                376-1543

              Facsimile:
                (612) 376-1410

               

            


    

    



    
      
        S-3

      

      
        
          

        

      

      
        
        

        
          


        

      

    



    
      	 	
               

              ORIX
                FINANCIAL SERVICES, INC.,

              a
                New York corporation,

              Lender

               

               

              By:
                /s/ Mark A. Kassis     

              Mark
                A. Kassis,

              Senior
                Vice President

               

              Address: 3500
                Mansell Road

                              
                Suite 375 

                              
                3rd
                Floor

                             
                Alpharetta, GA 30022

               

              Telephone:
                (678) 585-5705 

              Facsimile:
                (770) 970-6629

            


    

    
 

    
      
        
        

      

      
        S-4

        
          

        

      

      
        
        

      

    

     

    

      SCHEDULE
        OF LENDERS' PROPORTIONS

      IN
        BANK FACILITIES

      AS
        OF CLOSING DATE

      


       

       

      
        	
                 

                 

                 

                NAME
                  OF LENDER

              	
                PROPORTIONATE
                  SYNDICATION INTEREST IN BANK FACILITIES

              	
                 

                MAXIMUM
                  AMOUNT OF PRINCIPAL IN

                C/T
                  LOAN

              	
                MAXIMUM
                  AMOUNT OF PRINCIPAL IN REVOLVING CREDIT
                  FACILITY

              
	
                Wells
                  Fargo Bank, National Association

              	
                 

                42.8571429

              	
                 

                $13,928,571.44

              	
                 

                $1,071,428.57

              
	
                Marshall
                  BankFirst Corp.

              	
                35.7142857

              	
                11,607,142.86

              	
                892,857.14

              
	
                ORIX
                  Financial Services, Inc.

              	
                 

                21.4285714%

              	
                 

                6,964,285.70

              	
                 

                535,714.29

              
	
                TOTAL

              	
                100.0%

              	
                $32,500,000.00

              	
                $2,500,000.00

              


      

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      SCHEDULE
        2.01(a)


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    

      
        	
                 

                C/T
                  LOAN REDUCTION SCHEDULE

              
	
                TERM
                  PAYMENT DATE - 

                last
                  day of applicable Fiscal Quarter

              	
                SCHEDULED
                  TERM AMORTIZATION PAYMENTS

              
	
                1st
                  Full Fiscal Quarter following the Term Out Date

              	
                $
                  600,000.00

              
	
                2nd
                  Full Fiscal Quarter following the Term Out Date

              	
                600,000.00

              
	
                3rd
                  Full Fiscal Quarter following the Term Out Date

              	
                600,000.00

              
	
                4th
                  Full Fiscal Quarter following the Term Out Date

              	
                600,000.00

              
	
                5th
                  Full Fiscal Quarter following the Term Out Date

              	
                725,000.00

              
	
                6th
                  Full Fiscal Quarter following the Term Out Date

              	
                725,000.00

              
	
                7th
                  Full Fiscal Quarter following the Term Out Date

              	
                725,000.00

              
	
                8th
                  Full Fiscal Quarter following the Term Out Date

              	
                725,000.00

              
	
                9th
                  Full Fiscal Quarter following the Term Out Date

              	
                850,000.00

              
	
                10th
                  Full Fiscal Quarter following the Term Out Date

              	
                850,000.00

              
	
                11th
                  Full Fiscal Quarter following the Term Out Date

              	
                850,000.00

              
	
                12th
                  Full Fiscal Quarter following the Term Out Date

              	
                850,000.00

              
	
                13th
                  Full Fiscal Quarter following the Term Out Date

              	
                1,000,000.00

              
	
                14th
                  Full Fiscal Quarter following the Term Out Date

              	
                1,000,000.00

              
	
                15th
                  Full Fiscal Quarter following the Term Out Date

              	
                1,000,000.00

              
	
                16th
                  Full Fiscal Quarter following the Term Out Date

              	
                1,000,000.00

              
	
                17th
                  Full Fiscal Quarter following the Term Out Date

              	
                1,100,000.00

              
	
                18th
                  Full Fiscal Quarter following the Term Out Date

              	
                1,100,000.00

              
	
                19th
                  Full Fiscal Quarter following the Term Out Date

              	
                1,100,000.00

              
	
                Fifth
                  Annual Anniversary of the Term Out Date

                (Maturity
                  Date)

              	
                Entire
                  Unpaid Balance

              


      

       

       

       

       

       

       

       

      SCHEDULE
        2.03(d)


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    

      SCHEDULE
        OF SIGNIFICANT LITIGATION

      


      None.

      
 

       

       

       

       

       

       

       

       

       

      SCHEDULE
        3.13(b)

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    

      SCHEDULE
        OF SPACELEASES

      


      None.

      




     

     

     

     

     

     

     

     

    SCHEDULE
      4.15

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


      SCHEDULE
        OF EQUIPMENT LEASES AND CONTRACTS

      


      


      
        	1.  	
                Standard
                  Form of Agreement between CC Tollgate LLC and Sprung Construction,
                  Inc.,
                  AIA Document A111-1997 dated as of April 6, 2005, together with
                  the
                  General Conditions of the Contract for Construction, AIA Document
                  A201-1997. 

              


      

      
        	2.  	
                Standard
                  Form of Agreement between CC Tollgate LLC and CFC Construction,
                  AIA
                  Document A111-1997 dated as of July 21, 2005, together with the
                  General
                  Conditions of the Contract for Construction AIA Document
                  A201-1997.

              


      

      
        	3.  	
                Standard
                  Form of Agreement between CC Tollgate LLC and Parkhill-Ivins, P.C.,
                  AIA
                  Document B141-1997 Part 1 dated December 16,
                  2004.

              


      

      
        	4.  	
                City
                  of Central, Colorado, License Fee Rebate Agreement dated as of
                  September
                  7, 2004, executed by Central City and John Zimpel, as managing
                  member of
                  Tollgate Venture, LLC, which was subsequently assigned to CC Tollgate
                  LLC
                  by that certain General Assignment, Bill of Sale and Assumption
                  Agreement
                  between Tollgate Venture, LLC and CC Tollgate LLC, dated December
                  30,
                  2004.

              


      

      
        	5.  	
                Casino
                  Services Agreement, by and between CC Tollgate LLC and Century
                  Casinos
                  Management, Inc. (as assignee from Century Resorts International
                  Limited),
                  dated October 12, 2004. 

              


      

      
        	6.  	
                Geitner
                  Environmental Management Group, LLC (GEM) Proposal Acceptance and
                  Work
                  Authorization, Proposal D-1085-003, accepted February 4, 2005.
                  

              


      

       

       

       

       

    

     

     

     

     

     

     

     

     

    SCHEDULE
      4.16

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      OF CONTINGENT LIABILITIES

    


    None.

    
 

     

     

     

     

     

     

     

     

     

     

     

    SCHEDULE
      4.23

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      SCHEDULE
        OF GENERAL CONTRACTOR

      MINIMUM
        INSURANCE REQUIREMENTS

      


      


      The
        General Contractor and each Major Subcontractor shall obtain and maintain
        at
        it's own cost and expense throughout the period beginning with the commencement
        of construction of the Casino Project and continuing until the Completion
        Date,
        the following coverages and limits:

       

      1.  Property
        Insurance.
        All
        material, equipment and tools (owned, borrowed or leased) of the applicable
        General Contractor, Major Subcontractor or its employees will be covered
        for one
        hundred percent (100%) of the full replacement value thereof. The insurance
        policy will be written under a standard Special Causes of Loss ("All Risk")
        perils insurance policy. Each contractor shall agree to waive any and all
        rights
        of subrogation against Borrower for loss or damage to any property required
        to
        be covered under this provision.

       

      2.  Workers
        Compensation and Employers Liability Coverage.
        A
        statutory Workers Compensation policy covering employees in the State of
        Colorado and Employers Liability subject to a limit of no less than Five
        Hundred
        Thousand Dollars ($500,000.00) each employee, Five Hundred Thousand Dollars
        ($500,000.00), each accident, Five Hundred Thousand Dollars ($500,000.00)
        policy
        limit.

       

      3.  Commercial
        General Liability (2000 ISO Form or equivalent).
        The
        policy shall provide a One Million Dollars ($1,000,000.00) combined single
        limit
        for Bodily Injury and Property Damage, including Products Liability, Contractual
        Liability, Broad Form Property Damage, personal and advertising injury liability
        and all standard policy form extensions. The policy must provide a Two Million
        Dollar ($2,000,000.00) general aggregate (per project) and be written on
        an
        "occurrence form". The policy shall be endorsed to include Borrower and Agent
        Bank as Additional Insureds. Definition of additional insured shall include
        all
        officers, employees of Borrower and Agent Bank. The coverage for an additional
        insured shall apply on a Primary basis irrespective of any other insurance
        whether collectable or not. The policy shall include a severability of interest
        clause. The policy will include a specific Waiver of Subrogation provision
        in
        favor of Borrower.

       

      4.  Automobile
        Liability Insurance (if applicable).
        Policy
        shall provide Liability insurance under coverage Symbol "1" providing a One
        Million Dollar ($1,000,000.00) combined single limit for Bodily Injury and
        Property Damage covering all owned, non-owned and hired vehicles of the
        applicable General Contractor/Major Subcontractor.

       

       

      SCHEDULE
        5.09(k)

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      5.  Umbrella
        Liability.
        The
        umbrella policy for the General Contractor must be purchased with a limit
        no
        less than Five Million Dollars
        ($5,000,000.00)
        providing excess coverage over all limits and coverages indicated in paragraphs
        2, 3 and 4 above. The umbrella limits for individual Major Subcontractors
        and
        other individual Subcontractors shall be in amounts reasonably acceptable
        to
        Agent Bank depending on the size and scope of work to be completed at the
        Casino
        Project. The limits can be obtained by a combination of Primary and Excess
        Umbrella policies, provided that all layers follow form with the underlying
        policies. The policies shall be endorsed to include Borrower and Agent Bank
        as
        an additional insureds as defined under paragraph 3 above.

       

      All
        policies discussed above shall be written with insurance companies licensed
        and
        admitted to do business in the State of Colorado and rated no lower than
        AVIII
        in the most recent addition of the AM Best's rating guide and "A" in Standard
        & Poor's or such other carrier reasonably acceptable to Agent Bank. All
        policies discussed above shall be endorsed to provide that in the event of
        a
        cancellation, non-renewal or material modification, Borrower and Agent Bank
        shall receive thirty (30) days prior written notice by certified mail, return
        receipt requested.

       

      6.  Compliance
        Documentation.
        The
        General Contractor and each Major Subcontractor shall furnish Borrower and
        Agent
        Bank with Certificates of Insurance evidencing compliance with all insurance
        provisions noted above. All certificates or policy termination notices shall
        be
        delivered to:

       

      Wells
        Fargo Bank,

      National
        Association

      Agent
        Bank

      5340
        Kietzke Lane, Suite 201 

      Reno,
        NV
        89511

      


      Attn:
        Ryan Edde, V.P.

       

      7.  Indemnification/Hold
        Harmless.
        Each of
        the General Contractor and each Major Subcontractor shall, to the fullest
        extent
        permitted by law and at its own cost and expense, defend, indemnify and hold
        Borrower, its directors, officers, employees, representatives and agents
        harmless from and against any and all claims, loss (including attorneys'
        fees,
        witnesses' fees and all court costs), damages, expense and liability (including
        statutory liability), resulting from injury and/or death of any person or
        damage
        to or loss of any property arising out of any negligent or wrongful act,
        error
        or omission or breach of contract, in connection with the operations of the
        General Contractor or Major Subcontractor, as applicable or their respective
        Subcontractors. The foregoing indemnity shall include injury or death of
        any
        employee of the General Contractor or Major Subcontractor, as applicable
        or any
        of their Subcontractors and shall not be limited in any way by an amount
        or type
        of damages, compensation or 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        benefits
          payable under any applicable Workers' Compensation, Disability Benefits
          or other
          similar employee benefits acts.

      

       

      8.  Incorporation
        of Requirements into Contractor Agreements.
        Each of
        the above insurance requirements and provisions shall be set forth or otherwise
        incorporated by reference into the terms of the contractor
        agreements.

       

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    CONSTRUCTION
      AND TERM PROMISSORY NOTE

    (C/T
      Note)

     

    $32,500,000.00                                                                        November
      18,
      2005

    


    


    FOR
      VALUE
      RECEIVED, the undersigned, CC TOLLGATE LLC, a Delaware limited liability company
      (the "Borrower") promises to pay to the order of WELLS FARGO BANK, National
      Association, as Agent Bank on behalf of itself and the other Lenders as defined
      and described in the Credit Agreement described hereinbelow (each, together
      with
      their respective successors and assigns, individually being referred as a
      "Lender" and collectively as the "Lenders") such sums as Lenders may hereafter
      disburse or advance to or for the benefit of the Borrower from time to time
      during the Construction Period pursuant to the C/T Loan as defined and described
      in the Credit Agreement, hereinafter defined, up to the maximum principal amount
      of Thirty-Two Million Five Hundred Thousand Dollars ($32,500,000.00), together
      with interest on the principal balance outstanding from time to time at the
      rate
      or rates set forth in the Credit Agreement.

     

    A.  Incorporation
      of Credit Agreement.

     

    1.  Reference
      is made to the Credit Agreement dated concurrently herewith (the "Credit
      Agreement"), executed by and among the Borrower, the Lenders and L/C Issuer
      therein named, and Wells Fargo Bank, National Association as administrative
      and
      collateral agent for itself, the Lenders and L/C Issuer (the "Agent"). Terms
      defined in the Credit Agreement and not otherwise defined herein are used herein
      with the meanings defined for those terms in the Credit Agreement. This is
      the
      Construction and Term Promissory Note ("C/T Note") referred to in the Credit
      Agreement, and any holder hereof is entitled to all of the rights, remedies,
      benefits and privileges provided for in the Credit Agreement as originally
      executed or as it may from time to time be supplemented, modified or amended.
      The Credit Agreement, among other things, contains provisions for acceleration
      of the maturity hereof upon the happening of certain stated events upon the
      terms and conditions therein specified.

     

    2.  The
      outstanding principal indebtedness evidenced by this C/T Note shall be payable
      as provided in the Credit Agreement and in any event on the Maturity Date as
      defined and described in the Credit Agreement.

     

    3.  Interest
      shall be payable on the outstanding daily unpaid principal amount of each
      Construction Disbursement hereunder from the date thereof until payment in
      full
      and shall accrue and be payable at the rates and on the dates set forth in
      the
      Credit Agreement both before and after Default and before and after
      maturity

     

     

    Page
      1 of 3

     

    EXHIBIT
      A

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      and
        judgment, with interest on overdue interest at the Default Rate, to the fullest
        extent permitted by applicable law.

    

     

    4.  The
      amount of each payment hereunder shall be made to the Agent Bank at the Agent
      Bank's office as specified in the Credit Agreement for the account of the
      Lenders at the time or times set forth therein, in lawful money of the United
      States of America and in immediately available funds.

     

    5.  Construction
      Disbursements hereunder shall be made in accordance with the terms, provisions
      and procedures set forth in the Credit Agreement.

     

    B.  Default.
      The
      "Late Charges and Default Rate" provisions contained in Section 2.13 and
      the "Events of Default" provisions contained in Article VII of the Credit
      Agreement are hereby incorporated by this reference as though fully set forth
      herein.

     

    C.  Waiver.  Borrower
      waives diligence, demand, presentment for payment, protest and notice of
      protest.

     

    D.  Collection
      Costs.
      In the
      event of the occurrence of an Event of Default, the Borrower agrees to pay
      all
      reasonable costs of collection, including a reasonable attorney's fee, in
      addition to and at the time of the payment of such sum of money and/or the
      performance of such acts as may be required to cure such default. In the event
      legal action is commenced for the collection of any sums owing hereunder the
      undersigned agrees that any judgment issued as a consequence of such action
      against Borrower shall bear interest at a rate equal to the Default Rate until
      fully paid.

     

    E.  Interest
      Rate Limitation.
      Notwithstanding any provision herein or in any document or instrument now or
      hereafter securing this C/T Note, the total liability for payments in the nature
      of interest shall not exceed the limits now imposed by the applicable laws
      of
      the State of Nevada, State of Colorado or the United States of America.


     

    F.  Security.
      This
      C/T Note is secured by the Security Documentation described in the Credit
      Agreement.

     

    G.  Governing
      Law.
      This
      C/T Note shall be governed by and construed in accordance with the laws of
      the
      State of Nevada.

     

    H.  Partial
      Invalidity.
      If any
      provision of this C/T Note shall be prohibited by or invalid under any
      applicable law, such provision shall be in-effective only to the extent of
      such
      prohibition or invalidity, without invalidating the remainder of such provision
      or any other provision of this Note.

     

    Page
      2 of
      3

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    I.  No
      Conflict with Credit Agreement.
      This
      C/T Note is issued under, and subject to, the terms, covenants and conditions
      of
      the Credit Agreement, which Credit Agreement is by this reference incorporated
      herein and made a part hereof. No reference herein to the Credit Agreement
      and
      no provision of this C/T Note or the Credit Agreement shall alter or impair
      the
      obligations of Borrower, which are absolute and unconditional, to pay the
      principal of and interest on this C/T Note at the place, at the respective
      times, and in the currency prescribed in the Credit Agreement. If any provision
      of this C/T Note conflicts or is inconsistent with any provision of the Credit
      Agreement, the provisions of the Credit Agreement shall govern.

     

    IN
      WITNESS WHEREOF, this C/T Note has been executed as of the date first
      hereinabove written.

    


    
      	 	
              BORROWER:

               

              CC
                TOLLGATE LLC,

              a
                Delaware limited liability company

               

              By: CENTURY
                CASINOS TOLLGATE, INC., a Delaware corporation,

              its
                Managing Member

               

               

              By
                /s/ Larry Hannappel

                 
                Larry Hannappel,

              CEO
                and Secretary

            


    

    


     

     

     

     

     

    
 Page
      3 of
      3

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REVOLVING
      CREDIT
      PROMISSORY NOTE

     

    $2,500,000.00                                                                         November
      18, 2005

    


    


    FOR
      VALUE
      RECEIVED, the undersigned, CC TOLLGATE LLC, a Delaware limited liability company
      (the "Borrower") promises to pay to the order of WELLS FARGO BANK, National
      Association, as Agent Bank on behalf of itself and the other Lenders as defined
      and described in the Credit Agreement described hereinbelow (each, together
      with
      their respective successors and assigns, individually being referred as a
      "Lender" and collectively as the "Lenders") such sums as Lenders may hereafter
      loan or advance or re-loan to the Borrowers from time to time pursuant to the
      Revolving Credit Facility as described in the Credit Agreement, hereinafter
      defined up to the maximum principal sum of Two Million Five Hundred Thousand
      Dollars ($2,500,000.00) (or such lesser amount of such loans and advances as
      may
      be outstanding from time to time), the unpaid balance of which shall not exceed
      in the aggregate the Aggregate RLC Commitment at any time, together with
      interest on the principal balance outstanding from time to time at the rate
      or
      rates set forth in the Credit Agreement.

    A.  Incorporation
      of Credit Agreement.

     

    1.  Reference
      is made to the Credit Agreement dated concurrently herewith (as may be amended,
      modified, extended, renewed or restated from time to time, the "Credit
      Agreement"), executed by and among the Borrower, the Lenders and L/C Issuer
      therein named, and Wells Fargo Bank, National Association, as administrative
      and
      collateral agent for itself, for the Lenders and for L/C Issuer (the "Agent
      Bank"). Terms defined in the Credit Agreement and not otherwise defined herein
      are used herein with the meanings defined for those terms in the Credit
      Agreement. This is the Revolving Credit Promissory Note ("Revolving Credit
      Note") referred to in the Credit Agreement, and any holder hereof (in accordance
      with the Credit Agreement) is entitled to all of the rights, remedies, benefits
      and privileges provided for in the Credit Agreement as originally executed
      or as
      it may from time to time be supplemented, modified or amended. The Credit
      Agreement, among other things, contains provisions for acceleration of the
      maturity hereof upon the happening of certain stated events upon the terms
      and
      conditions therein specified.

     

    2.  The
      outstanding principal indebtedness evidenced by this Revolving Credit Note
      shall
      be payable as provided in the Credit Agreement and in any event on the Maturity
      Date.

     

    3.  Interest
      shall be payable on the outstanding daily unpaid principal amount of each
      Borrowing hereunder from the date thereof until payment in full and


     

     

    Page
      1
      of  3

    EXHIBIT
      B

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    shall
      accrue and be payable at the rates and on the dates set forth in the Credit
      Agreement both before and after Default and before and after maturity and
      judgment, with interest on overdue interest to bear interest at the Default
      Rate, to the fullest extent permitted by applicable law.

     

    4.  The
      amount of each payment hereunder shall be made to the Agent Bank at the Agent
      Bank's office as specified in the Credit Agreement for the account of the
      Lenders at the time or times set forth therein, in lawful money of the United
      States of America and in immediately available funds.

     

    5.  Borrowings
      hereunder shall be made in accordance with the terms, provisions and procedures
      set forth in the Credit Agreement.

     

    B.  Default.
      The
      "Late Charges and Default Rate" provisions contained in Section 2.13 and
      the "Events of Default" provisions contained in Article VII of the Credit
      Agreement are hereby incorporated by this reference as though fully set forth
      herein. 

     

    C.  Waiver.  Borrower
      waives diligence, demand, presentment for payment, protest and notice of
      protest.

     

    D.  Collection
      Costs.
      In the
      event of the occurrence of an Event of Default, the Borrower agrees to pay
      all
      reasonable costs of collection, including reasonable attorneys fees, in addition
      to and at the time of the payment of such sum of money and/or the performance
      of
      such acts as may be required to cure such default. In the event legal action
      is
      commenced for the collection of any sums owing hereunder the undersigned agrees
      that any judgment issued as a consequence of such action against Borrower shall
      bear interest at a rate equal to the Default Rate until fully paid.

     

    E.  Interest
      Rate Limitation.
      Notwithstanding any provision herein or in any document or instrument now or
      hereafter securing this Revolving Credit Note, the total liability for payments
      in the nature of interest shall not exceed the limits now imposed by the
      applicable laws of the State of Nevada or the United States of America.


     

    F.  Security.
      This
      Revolving Credit Note is secured by the Security Documentation described in
      the
      Credit Agreement.

     

    G.  Governing
      Law.
      This
      Revolving Credit Note has been delivered in Reno, Nevada, and shall be governed
      by and construed in accordance with the laws of the State of
      Nevada.

     

    H.  Partial
      Invalidity.
      If any
      provision of this Revolving Credit Note shall be prohibited by or invalid under
      any applicable law, such provision shall be in-effective only 

     

     

    Page
      2 of  3

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      to
        the
        extent of such prohibition or invalidity, without invalidating the remainder
        of
        such provision of any other provision of this Revolving Credit
        Note.

    

     

    I.  No
      Conflict with Credit Agreement.
      This
      Revolving Credit Note is issued under, and subject to, the terms, covenants
      and
      conditions of the Credit Agreement, which Credit Agreement is by this reference
      incorporated herein and made a part hereof. No reference herein to the Credit
      Agreement and no provision of this Revolving Credit Note or the Credit Agreement
      shall alter or impair the obligations of Borrower, which are absolute and
      unconditional, to pay the principal of and interest on this Revolving Credit
      Note at the place, at the respective times, and in the currency prescribed
      in
      the Credit Agreement. If any provision of this Revolving Credit Note conflicts
      or is inconsistent with any provision of the Credit Agreement, the provisions
      of
      the Credit Agreement shall govern.

     

    IN
      WITNESS WHEREOF, this Revolving Credit Note has been executed as of the date
      first hereinabove written.

    


    
      	 	
              BORROWER:

               

              CC
                TOLLGATE LLC,

              a
                Delaware limited liability company

               

              By: CENTURY
                CASINOS TOLLGATE, INC., a Delaware corporation,

              its
                Managing Member

               

               

              By
                /s/ Larry Hannappel

                 
                Larry Hannappel,

              CEO
                and Secretary

            


    

    
 

     

     

     

     

    Page
      3
      of  3

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FORM
      OF

    NOTICE
      OF BORROWING

    


    


    TO:       
      WELLS
      FARGO BANK, National Association, in its capacity as Agent Bank under that
      certain Credit Agreement, dated as of November 18, 2005 (as amended,
      supplemented or otherwise modified from time to time, the "Credit Agreement"),
      by and among CC TOLLGATE LLC, a Delaware limited liability company (the
      "Borrower"), the Lenders therein named (each, together with their respective
      successors and assigns, individually being referred to as a "Lender" and
      collectively as the "Lenders"), WELLS FARGO BANK, National Association, as
      the
      issuer of Letters of Credit (herein, in such capacity, called the "L/C Issuer")
      and WELLS FARGO BANK, National Association, as administrative and collateral
      agent for the Lenders and L/C Issuer (herein, in such capacity, called the
      "Agent Bank" and, together with the Lenders and L/C Issuer, collectively
      referred to as the "Banks"). Capitalized terms used herein without definition
      shall have the meanings attributed to them in Section 1.01 of the Credit
      Agreement.

    


    Pursuant
      to Section 2.07(a) of the Credit Agreement, this Notice of Borrowing represents
      Borrower's request for a Borrowing under the Revolving Credit Facility to be
      advanced on _____________, 200___ (the "Funding Date") from the Lenders (each
      to
      advance in proportion to their respective Syndication Interests) in the
      aggregate principal amount of _________________________________________
      ($_____________). Proceeds of such Borrowing are to be disbursed on the Funding
      Date in immediately available funds to the Designated Deposit Account at Agent
      Bank's Branch at __________________, _______, Nevada, Account No.
      _________________.

    


    Borrower
      hereby certifies that (i) the representations and warranties contained in
      Article IV of the Credit Agreement, in each of the Loan Documents and in the
      Environmental Certificate (other than representations and warranties which
      expressly speak only as of a different date, which shall be true and correct
      in
      all material respects as of such date), shall be true and correct in all
      material respects on and as of the Funding Date as though made on and as of
      the
      Funding Date, except to the extent that such representations and warranties
      are
      not true and correct as a result of a change which is permitted by the Credit
      Agreement or by any other Loan Document or which has been otherwise consented
      to
      by the required number of Lenders; (ii) no Default or Event of Default has
      occurred and is continuing under the Credit Agreement or will result from the
      making of the requested Borrowing; (iii) Borrower has and shall have
      satisfied all conditions precedent under Article III of the Credit
      Agreement required to be performed by it on or before the Funding Date (unless
      otherwise waived pursuant to the terms of the Credit Agreement); (iv) since
      the
      date of the most recent audited financial statements referred to in Section
      5.08
      of the Credit Agreement, no Material Adverse Change has or 

     

     

    EXHIBIT
      C

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    shall
      have occurred; and (v) the aggregate of all Borrowings does not (and after
      giving effect to the requested Borrowing, will not) exceed the Maximum RLC
      Availability then in effect.

    


    Borrower
      further certifies that as of the Funding Date, without regard to the requested
      Borrowing:

    


    A. The
      Aggregate RLC Commitment is  
      $2,500,000.00

    


       
      B. The
      Funded RLC Outstandings are   
      $__________


    

      C. The
        Maximum RLC Availability

       (A
        minus B) is    $__________

    

     

    


    The
      Borrower has caused this Notice of Borrowing to be executed and delivered,
      and
      the certification and warranties contained herein to be made, by its Authorized
      Officer this ____ day of _____________, 200___.

    


    
      	 	
              CC
                TOLLGATE LLC, 

              a
                Delaware limited liability company

               

              By: CENTURY
                CASINOS TOLLGATE, INC., 

              a
                Delaware corporation,

              Its
                Managing Member

               

              By /s/
                Larry Hannappel   

                 
Larry
                Hannappel,

                  
CEO
                and Secretary

            


    

    
 

     

     

     

    2

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CONSTRUCTION
      DISBURSEMENT REQUEST

     

    


    DATE: ____________________________

    


    
      	
              TO:

            	
              WELLS
                FARGO BANK, National Association, in its capacity as Agent Bank under
                that
                certain Credit Agreement, dated as of November 18, 2005 (as amended,
                supplemented or otherwise modified from time to time, the "Credit
                Agreement"), by and among CC TOLLGATE LLC, a Delaware limited liability
                company (the "Borrower"), the Lenders therein named (each, together
                with
                their respective successors and assigns, individually being referred
                to as
                a "Lender" and collectively as the "Lenders"), WELLS FARGO BANK,
                National
                Association, as the issuer of Letters of Credit (herein, in such
                capacity,
                called the "L/C Issuer"), and WELLS FARGO BANK, National Association,
                as
                administrative and collateral agent for the Lenders and L/C Issuer
                (herein, in such capacity, called the "Agent Bank" and, together
                with the
                Lenders and L/C Issuer, collectively referred to as the "Banks").
                Capitalized terms used herein without definition shall have the meanings
                attributed to them in Section 1.01 of the Credit
                Agreement.

            


    

    


    The
      Borrower hereby requests that a Construction Disbursement be made in the
      aggregate principal amount of $______________________ on __________________,
      200__ (the "Requested Funding Date").

    


    Borrower
      hereby certifies that as of the Requested Funding Date, without regard to the
      requested Construction Disbursement Request:

    


    A. The
      amount of the C/T Loan is        
$32,500,000.00

    


    B. The
      Funded C/T Outstandings are   $__________


    

      C. The
        Amount Available for Construction 

       Disbursement
        (A minus B) is  $__________

    

    


    D. The
      Borrower further certifies 

    and
      warrants that it 

    estimates
      the Construction 

    Completion
      Costs as of the 

    Requested
      Funding Date to be: $__________

    


    E. The
      representations and warranties set forth in Article IV of the Credit Agreement
      are and will be true and correct as if then made, except to the extent such
      

     

     

    EXHIBIT
      D

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    representations
      and warranties related solely to an earlier date (in which case such
      representations and warranties shall have been true and correct on and as of
      such earlier date);

    


    F. No
      Default or Event of Default has occurred and remains continuing;

    


    G. No
      labor
      controversy, litigation, arbitration or governmental investigation or proceeding
      is pending or, to the knowledge of Borrower, threatened against Borrower or
      affecting Borrower's businesses, operations, assets, revenues, properties or
      prospects or which purports to affect the legality, validity or enforceability
      of the Credit Agreement, the Notes or any other Loan Document which was not
      disclosed by the Borrower pursuant to Section 4.03 of the Credit Agreement
      and
      no development not so disclosed shall have occurred in any labor controversy,
      litigation, arbitration or governmental investigation or proceeding so
      disclosed, which, in either event, if adversely determined, reasonably would
      be
      expected to result in a Material Adverse Change; and

    


    H. Since
      the
      date of the most recently audited financial statements referred to in Section
      5.08 of the Credit Agreement, no Material Adverse Change shall have
      occurred.

    


    Attached
      hereto or accompanying this Construction Disbursement Request, please find
      the
      following:

    


    1. Itemized
      Draw Request (AIA Forms G-702 or forms substantially similar thereto which
      have
      been first approved by Agent Bank);

    


    2. Certifications
      of Borrower and as appropriate, the Architect; 

    


    3. Each
      and
      every change, amendment, modification and revision to the Borrower Construction
      Budget, General Contractor Budgets and Lender's Disbursement Budget made as
      of
      the date of this Construction Disbursement Request and not previously provided
      to Agent Bank; and

    


    4. All
      other
      data, documents and information required under Article IX of the Credit
      Agreement.

    


    The
      Borrower hereby certifies and warrants that as of the date hereof all of the
      foregoing documents, certificates and data are true, correct and
      complete.

    


    Borrower
      agrees that if prior to the time of the funding of the Construction Disbursement
      hereby requested, any matters certified herein by it will not be true and
      correct at such time as if then made, it will immediately so notify the Agent
      Bank. Except 

     

    2

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    to
      the
      extent, if any, that prior to the time the Construction Disbursement requested
      hereby the Agent Bank shall receive written notice to the contrary from the
      Borrower, each matter certified to herein shall be deemed once again to be
      certified as true and correct at the date of such Construction Disbursement
      as
      if then made.

    


    The
      Borrower has caused this Construction Disbursement Request to be executed and
      delivered and the certification and warranties contained herein to be made,
      by
      its Authorized Officer as of the day and year first above written.

    


    
      	 	
              CC
                TOLLGATE LLC, 

              a
                Delaware limited liability company

               

              By: CENTURY
                CASINOS TOLLGATE, INC., a Delaware corporation,

              Its
                Managing Member

               

              By 
                /s/ Larry Hannappel   

              Larry
                Hannappel,

              CEO
                and Secretary

            


    

    
 

     

     

     

     

    3

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PAYMENT
      SUBORDINATION AGREEMENT

     

    


    THIS
      PAYMENT SUBORDINATION AGREEMENT (the "Agreement") is made and entered into
      as of
      the ____ day of ____________, 2005, by ______________________ (hereinafter
      referred to as "Subordinator") and delivered to WELLS FARGO BANK, National
      Association, as administrative and collateral agent ("Agent Bank") on behalf
      of
      itself and each of the Lenders hereinafter described.

    


    R_E_C_I_T_A_L_S:

    


    WHEREAS:

     

    A.  As
      of the
      date of this Agreement, there is outstanding and owing by CC Tollgate LLC,
      a
      Delaware limited liability company (the "Company") to Subordinator indebtedness
      in the aggregate amount of ____________________ ($____________) (together with
      the interest thereon, the "Subordinated Debt") evidenced by that certain
      unsecured Promissory Note dated _______________ (the "Subordinated Note"),
      a
      copy of which is marked "Exhibit A", affixed hereto and by this reference
      incorporated herein and made a part hereof, which Subordinated Note executed
      by
      the Company, payable to the order of Subordinator and other parties, as the
      lenders.

     

    Now,
      therefore, in and for good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged by the Subordinator, the
      Subordinator hereby agrees as follows:

     

    1.  The
      Company has entered into a Credit Agreement dated as of November 18, 2005 (as
      it
      may be amended, modified or supplemented from time to time, the "Credit
      Agreement") with the Lenders therein named (each, together with their respective
      successors and assigns, individually being referred to herein as a "Lender"
      and
      collectively as the "Lenders"), WELLS
      FARGO BANK, National Association, as the issuer of Letters of Credit (herein,
      in
      such capacity, called the "L/C Issuer") and
      Wells
      Fargo Bank, National Association, as administrative and collateral agent for
      the
      Lenders and L/C Issuer (herein, in such capacity, the "Agent Bank" and, together
      with the Lenders and L/C Issuer, collectively referred to as the
      "Banks"),
      under
      the terms of which Banks agreed to establish and fund a construction and term
      loan ("C/T Loan") in the amount of Thirty-Two Million Five Hundred Thousand
      Dollars ($32,500,000.00) and a revolving credit facility (the "Revolving Credit
      Facility" and, together with the C/T Loan, collectively, the "Bank Facilities")
      in the initial principal amount of Two Million Five Hundred Thousand Dollars
      ($2,500,000.00) at any time outstanding, all subject to the terms and conditions
      set forth in the Credit Agreement. The C/T Loan is evidenced by a 

     

                                                                                                              
      EXHIBIT E

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
Construction
        and Term Note ("C/T Note") in the principal sum of Thirty-Two Million Five
        Hundred Thousand Dollars ($32,500,000.00). The Revolving Credit Facility
        is
        evidenced by a Revolving Credit Note (the "Revolving Credit Note" and, together
        with the C/T Note, collectively, the "Bank Notes") in the principal sum of
        Two
        Million Five Hundred Thousand Dollars ($2,500,000.00) executed by the Borrower,
        payable to the order of Agent Bank on behalf of Lenders.

    

     

    2.  The
      Subordinated Note may not be transferred or assigned by Subordinator without
      the
      prior written consent of Agent Bank and, unless so transferred or assigned,
      shall be owned by Subordinator at all times free and clear of any lien, pledge,
      charge, security interest or other encumbrance. 

     

    3.  So
      long
      as any monetary obligation or other obligation or commitment to advance funds
      under the Credit Agreement, the Bank Notes or any other Loan Document, as
      defined in the Credit Agreement (as such obligations may be amended, modified,
      restated, renewed, increased or extended, including, without limitation, post
      petition interest whether or not allowed in any insolvency proceedings, and
      fees, attorneys costs and indemnities under the Loan Documents, collectively
      referred to herein as the "Bank Debt") shall remain unpaid or unfunded, in
      whole
      or in part, the Subordinator may not:

     

    (a)  [Insert
      Payment Restrictions];
      or

     

    (b)  Receive
      any payment of interest, directly or indirectly, on the Subordinated Debt,
      if:

     

    (i)  a
      Default
      or Event of Default, as defined in the Credit Agreement, shall have occurred
      and
      is continuing under any Bank Debt; or

     

    (ii)  the
      making of such payment would create a Default or Event of Default, as defined
      in
      the Credit Agreement.

     

     

    4.  In
      the
      event that any such payments of principal and/or interest are made in violation
      of the foregoing provisions, such payments shall not be accepted by Subordinator
      and, if so accepted, shall be held in trust for the benefit of, and shall be
      paid forthwith over and delivered to Agent Bank. The subordination provisions
      set forth hereinabove are made for the benefit of Banks and it is understood
      by
      Company and by Subordinator that Banks will take certain actions in reliance
      upon such subordination provisions. It is further understood that Banks'
      reliance upon the referenced subordination provisions shall not constitute
      a
      waiver by Banks of their right to insist upon strict compliance with all
      provisions of the Credit Agreement and with all provisions of the Loan Documents
      as particularly defined by the Credit Agreement. 

     

    2

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.  (a)In
      the
      event of:

     

    (i)  any
      insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment,
      composition or other similar proceeding relating to any of the Borrower, its
      creditors or its property;

     

    (ii)  any
      proceeding for the liquidation, dissolution or other winding-up of the Borrower,
      voluntary or involuntary, whether or not involving insolvency, reorganization
      or
      bankruptcy proceedings;

     

    (iii)  any
      assignment by Borrower for the benefit of creditors; or

     

    (iv)  any
      other
      marshalling of the assets of Borrower;

     

    all
      Bank
      Debt (including any interest thereon accruing after the commencement of any
      such
      proceedings and any other sums or premium due) shall first be paid in full
      before any payment or distribution, whether in cash, securities or other
      property, shall be made on account of any Subordinated Debt or the Subordinated
      Loan Documents and any payment or distribution, whether in cash, securities
      or
      other property which would otherwise, but for these subordination provisions,
      be
      payable or deliverable in respect of Subordinated Debt or the Subordinated
      Loan
      Documents shall be paid or delivered directly to the holders of Bank Debt until
      all Bank Debt (including any interest thereon accruing after the commencement
      of
      any such proceedings) shall have been indefeasibly paid in full.

    


    The
      Subordinator shall file in any bankruptcy or other proceeding in which the
      filing of claims is required by law, all claims which the Subordinator may
      have
      against any of the Borrower relating to any Subordinated Debt and will assign
      to
      the holders of the Bank Debt all rights of the Subordinator thereunder. If
      Subordinator does not file any such claim, the holder of the Bank Debt as
      attorney-in-fact for Subordinator is hereby authorized to do so in the name
      of
      Subordinator or, in such holder's discretion, to assign the claim to a nominee
      and to cause proof of claim to be filed in the name of such holder's nominee.
      The foregoing power of attorney is coupled with an interest and cannot be
      revoked. The holder of the Bank Debt or its nominee shall have the sole right
      to
      accept or reject any plan proposed in any such proceeding and to take any other
      action which a party filing a claim is entitled to do. In all such cases,
      whether in administration, bankruptcy or otherwise, the person or persons
      authorized to pay such claim shall pay to the holder of the Bank Debt the amount
      payable on such claim and, to the full extent necessary for that purpose, the
      Subordinator hereby assigns to the holder of the Bank Debt all of the
      Subordinator's rights to any such payments or distributions to which the
      Subordinator would otherwise be entitled.

     

     

    3

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) If
      any
      payment or distribution of any character or any security, whether in cash,
      securities or other property, shall be received by the Subordinator in
      contravention of any of the terms hereof and before all Bank Debt shall have
      been indefeasibly paid in full, such payment or distribution or security shall
      be received in trust for the benefit of, and shall be paid over or delivered
      and
      transferred to, the holder of Bank Debt at the time outstanding for application
      to the payment of all Bank Debt remaining unpaid, to the extent necessary to
      pay
      all such Bank Debt in full. In the event of the failure of the Subordinator
      to
      endorse or assign any such payment, distribution or security, each holder of
      Bank Debt is hereby irrevocably authorized to endorse or assign the
      same.

    


    (c)
      The
      Bank Debt shall not be deemed to have been paid in full unless the holder
      thereof shall have indefeasibly received cash in lawful currency of the United
      States of America equal to the amount of Bank Debt then outstanding, together
      with the occurrence of Bank Facilities Termination, as defined in the Credit
      Agreement.

    


    (d)
      The
      Subordinator will take such action (including, without limitation, the execution
      and filing of a financing statement with respect to this Agreement and including
      the execution, verification, delivery and filing of proofs of claim, consents,
      assignments or other instructions which the holder of Bank Debt may reasonably
      require in order to prove and realize upon any rights or claims pertaining
      to
      Subordinated Debt and to effectuate the full benefit of the subordination
      contained herein) as may, in the opinion of counsel designated by the Agent
      Bank, be reasonably necessary or appropriate to assure the effectiveness of
      the
      subordination effected by these provisions.

    


    (e) The
      Subordinator understands and acknowledges by its execution hereof that the
      actions of the Lenders in connection with the Bank Debt are being or have been
      made in reliance upon the subordination of the Subordinated Debt to Bank Debt
      as
      set forth herein.

     

    6.  Subordination
      Legend; Further Assurances.
      The
      Company and the Subordinator will cause each note and instrument (if any)
      evidencing the Subordinated Debt to be endorsed with the following
      legend:

     

    
      	 	
              "The
                Indebtedness evidenced by this instrument is subordinated to the
                prior
                payment in cash in full of all Bank Debt (as defined in the Payment
                Subordination Agreement, dated as of _____________, 200__) pursuant
                to,
                and to the extent provided in, the Payment Subordination Agreement
                by the
                maker hereof and payee named herein in favor of the Agent Bank therein
                named and its successors and
                assigns."

            


    

     

    The
      Company and Subordinator each hereby agree to mark its respective books of
      account in such a manner as shall be effective to give proper notice of the
      effect of this 

     

     

    4

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Agreement.
      The Company and the Subordinator will at their expense and at any time and
      from
      time to time promptly execute and deliver all further instruments and documents
      and take all further action that may be necessary or that the Agent Bank may
      reasonably request in order to protect any right or interest granted or
      purported to be granted hereunder or to enable the Agent Bank to exercise and
      enforce its rights and remedies hereunder.

     

    7.  Subject
      to the terms of the Credit Agreement:

     

    (a)  This
      Agreement shall continue in effect so long as any Bank Debt shall remain unpaid
      and no action that the holder of the Bank Debt or any of the Borrower, with
      or
      without the written consent of the holder of the Bank Debt, may take or refrain
      from taking with respect to any Bank Debt, any instrument representing the
      same,
      any Collateral (as defined in the Credit Agreement) therefor, or any agreement
      or agreements, including guaranties, in connection therewith, shall affect
      this
      Agreement or the obligations of the Subordinator hereunder.

     

    (b)  All
      rights and interests of the Banks hereunder, and all agreements and obligations
      of the Subordinator and the Company under this Agreement, shall remain in full
      force and effect irrespective of:

     

    (i)  any
      lack
      of validity or enforceability of the Credit Agreement, the Bank Notes or any
      other Loan Document, or any agreement or instrument relating
      thereto;

     

    (ii)  any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Bank Debt, or any other amendment, modification, revision,
      restatement, extension or waiver of or any consent to departure from the Credit
      Agreement, the Bank Notes or any other Loan Document;

     

    (iii)  any
      taking and holding of Collateral or other security or additional guarantees
      for
      all or any of the Bank Debt; or any amendment, alteration, exchange,
      substitution, restatement, transfer, enforcement, waiver, subordination,
      termination or release of any Collateral or such guarantees, or any
      non-perfection of any Collateral, or any consent to departure from any such
      guaranty;

     

    (iv)  any
      manner of application of Collateral or proceeds thereof, to all or any of the
      Bank Debt, or the manner of sale of any Collateral or other
      security;

     

     

    5

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (v)  any
      consent by any of the Banks or any other Person to the change, restructure
      or
      termination of the corporate structure or existence of the Borrower or the
      Subordinator, or any Subsidiary thereof and any corresponding restructure of
      the
      Bank Debt, or any other restructure or refinancing of the Bank Debt or any
      portion thereof;

     

    (vi)  any
      modification, compounding, compromise, settlement, release by the Banks or
      any
      of them or any other Person (or by operation of law or otherwise), collection
      or
      other liquidation of the Bank Debt or of the Collateral or other security in
      whole or in part, and any refusal of payment to any Bank in whole or in part,
      from any obligor or guarantor in connection with any of the Bank Debt, whether
      or not with notice to, or further assent by, or any reservation of rights
      against the Subordinator; or

     

    (vii)  any
      other
      circumstance (including, but not limited to, any statute of limitations) which
      might otherwise constitute a defense available to, or a discharge of the
      Borrower or the Subordinator.

     

    Without
      limiting the generality of the foregoing, the Subordinator hereby consents
      to
      and agrees that the rights of each Bank hereunder, and the enforceability
      hereof, shall not be affected by any release of any Collateral or security
      from
      the liens and security interests created by any of the Loan Documents or any
      other agreement whether for purposes of sales or other dispositions of assets
      or
      for any other purpose. This Agreement shall continue to be effective or be
      reinstated, as the case may be, if at any time any payment of any of the Bank
      Debt is rescinded or must otherwise be returned by any Bank upon the insolvency,
      bankruptcy or reorganization of the Company or otherwise, all as though such
      payment had not been made.

     

    (c)  The
      Subordinator waives the right to require the Banks to proceed against the
      Borrower or any other person liable on the Bank Debt, to proceed against or
      exhaust any security held from any Borrower or any other person, or to pursue
      any other remedy in the Banks' power whatsoever and the Subordinator waives
      the
      right to have the property of the Borrower first applied to the discharge of
      the
      Bank Debt. The Banks may, at their election, exercise any right or remedy they
      may have against the Borrower or any security held by the Banks, including,
      without limitation, the right to foreclosure upon any such security by one
      or
      more judicial or nonjudicial sales, without affecting or impairing in any way
      the obligations of the Subordinator hereunder, except to the extent the Bank
      Debt has been paid, and the Subordinator waives any defense arising out of
      the
      absence, impairment or loss of any right of reimbursement, contribution or
      subrogation or any other right or remedy of the Subordinator against the


     

     

                                                                                                                 
      6

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      Borrower
        or any such security, whether resulting from such election by the Banks or
        otherwise. The Subordinator waives any defense arising by reason of any
        disability or other defense of the Borrower or by reason of the cessation
        from
        any cause whatsoever (including, without limitation, any intervention or
        omission by the Lender) of the liability either in whole or in part, of the
        Borrower to the Banks for the Bank Debt.

    

     

    (d)  Until
      the
      Bank Debt is fully and indefeasibly paid, the Subordinator shall not proceed
      against the Company for the recovery of all or any portion of the Subordinated
      Debt, or proceed against or exhaust any security held from the Company or any
      other person, or pursue any other right or remedy in the Subordinator's power
      whatsoever for the collection of all or any portion of the Subordinated
      Debt.

     

    8.  In
      case
      of a breach by the Subordinator of this Agreement, the Subordinator hereby
      agrees to be responsible for and to pay all costs and expenses, including,
      without limitation, attorneys' fees and costs and accountants' fees, incurred
      by
      the holder of the Bank Debt in connection with the enforcement by the holder
      of
      the Bank Debt of its rights or the protection of the holder of the Bank Debt
      of
      its interests as a result of such breach under this Agreement, whether incurred
      pre-trial, at trial or on appeal.

     

    9.  Time
      shall be of the essence of this Agreement.

     

    10.  This
      Agreement shall be governed by and construed in accordance with the law of
      the
      State of Nevada. The parties hereto further agree that, subject to the
      Arbitration provisions set forth below in paragraph 11, the full and exclusive
      forum for the determination of any action relating to this Agreement shall
      be
      either an appropriate Court of the State of Nevada or the United States District
      Court or United States Bankruptcy Court for the District of Nevada.

     

    11.  Arbitration.
      

     

    (a)  Upon
      the
      request of any party, whether made before or after the institution of any legal
      proceeding, any action, dispute, claim or controversy of any kind (e.g., whether
      in contract or in tort, statutory or common law, legal or equitable) ("Dispute")
      now existing or hereafter arising between the parties in any way arising out
      of,
      pertaining to or in connection with this Agreement, the Credit Agreement, Bank
      Notes, Loan Documents or any related agreements, documents, or instruments
      (collectively the "Documents"), may, by summary proceedings (e.g., a plea in
      abatement or motion to stay further proceedings), bring an action in court
      to
      compel arbitration of any Dispute.

     

    7

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)  All
      Disputes between the parties shall be resolved by binding arbitration governed
      by the Commercial Arbitration Rules of the American Arbitration Association.
      Judgment upon the award rendered by the arbitrators may be entered in any court
      having jurisdiction.

     

    (c)  No
      provision of, nor the exercise of any rights under this arbitration clause
      shall
      limit the rights of any party, and the parties shall have the right during
      any
      Dispute, to seek, use and employ ancillary or preliminary remedies, judicial
      or
      otherwise, for the purposes of realizing upon, preserving, protecting or
      foreclosing upon any property, real or personal, which is involved in a Dispute,
      or which is subject to, or described in, the Documents, including, without
      limitation, rights and remedies relating to: (i) foreclosing against any
      real or personal property collateral or other security by the exercise of a
      power of sale under the Documents or other security agreement or instrument,
      or
      applicable law, (ii) exercising self-help remedies (including setoff rights)
      or
      (iii) obtaining provisional or ancillary remedies such as injunctive relief,
      sequestration, attachment, garnishment or the appointment of a receiver from
      a
      court having jurisdiction before, during or after the pendency of any
      arbitration. The institution and maintenance of an action for judicial relief
      or
      pursuit of provisional or ancillary remedies or exercise of self-help remedies
      shall not constitute a waiver of the right of any party, including the
      plaintiff, to submit the Dispute to arbitration nor render inapplicable the
      compulsory arbitration provision hereof.

     

     

    12.  Waiver
      of Jury Trial.
      TO THE
      MAXIMUM EXTENT PERMITTED BY LAW, BANKS, THE COMPANY AND SUBORDINATOR EACH
      MUTUALLY HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY ACTION, CAUSE
      OF ACTION, CLAIM, DEMAND, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS
      AGREEMENT, THE CREDIT AGREEMENT, THE BANK NOTES OR ANY OF THE LOAN DOCUMENTS,
      OR
      IN ANY WAY CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE DEALINGS OF BANKS,
      THE COMPANY AND SUBORDINATOR WITH RESPECT TO THIS AGREEMENT, THE CREDIT
      AGREEMENT, THE BANK NOTES OR ANY OF THE LOAN DOCUMENTS, OR THE TRANSACTIONS
      RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
      IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. TO THE MAXIMUM
      EXTENT PERMITTED BY LAW, BANKS, THE COMPANY AND SUBORDINATOR EACH MUTUALLY
      AGREE
      THAT ANY SUCH ACTION, CAUSE OF ACTION, CLAIM, DEMAND, OR PROCEEDINGS SHALL
      BE
      DECIDED BY A BENCH TRIAL WITHOUT A JURY AND THAT THE DEFENDING PARTY MAY FILE
      AN
      ORIGINAL COUNTERPART OF THIS SECTION WITH ANY COURT OR OTHER TRIBUNAL AS WRITTEN
      EVIDENCE OF THE CONSENT OF THE COMPLAINING PARTY TO THE WAIVER OF ITS RIGHT
      TO
      TRIAL BY JURY.

     

     

    8

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    13.  In
      the
      event any one or more of the provisions contained in this Agreement should
      be
      invalid, illegal or unenforceable in any respect, the validity, legality and
      enforceability of the remaining provisions contained herein shall not in any
      way
      be affected or impaired thereby.

     

    14.  The
      Company joins in the execution of this Agreement to evidence its agreement
      to
      the terms hereof and to be legally bound hereby. This Agreement shall be binding
      upon the parties hereto and their respective successors and assigns and shall
      inure to the benefit of the parties hereto and their respective successors
      and
      assigns.

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Agreement, as of the day
      and
      year first above written.

    


    
      	
              SUBORDINATOR:

               

              ___________________________

               

               

              By_________________________

               

              Name______________________

               

              Title________________________

               

               

              COMPANY:

               

              CC
                TOLLGATE LLC, 

              a
                Delaware limited liability company

               

              By:     
                CENTURY
                CASINOS TOLLGATE, INC.,

              a
                Delaware corporation,

              Its
                Managing Member

               

              By
                /s/ Larry Hannappel   

                          
                Larry
                Hannappel,

               CEO
                and Secretary

               

            	
              AGENT
                BANK:

               

              WELLS
                FARGO BANK, National 

              Association,
                as administrative and

              collateral
                agent on behalf of itself and 

              each
                of the Lenders and L/C Issuer

               

               

              By
                /s/ Ryan Edde

              Ryan
                Edde,

              Vice
                President

            
	 	 


    

    


    9

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    STATE
      OF
      ___________ )

               )
      ss.

    COUNTY
      OF
      _________ )

    


    This
      instrument was acknowledged before me on _______________, 2005, by
      __________________________ as _____________________________of/for
      ______________________.

    


    


    
      	 	
              __________________________

              Notary
                Public

            


    

    


    


    


    STATE
      OF
      ___________ )

                                                  
      )
      ss.

    COUNTY
      OF
      __________)

    


    This
      instrument was acknowledged before me on _______________, 2005, by Larry
      Hannappel as CEO and Secretary of Century Casinos Tollgate, Inc.

    


    


    
      	 	
              __________________________

              Notary
                Public

            


    

    


    


    


    STATE
      OF
      NEVADA          )

                                                   
      ) ss.

    COUNTY
      OF
      WASHOE     )

    


    This
      instrument was acknowledged before me on _______________, 2005, by Ryan Edde
      as
      Vice President of Wells Fargo Bank, National Association.

    


    


    
      	 	
              __________________________

              Notary
                Public

            


    

    


    


    


    10

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    COMPLIANCE
      CERTIFICATE

    


    


    TO:  WELLS
      FARGO BANK, National Association,

            
      as
      Agent Bank

    


    Reference
      is made to that certain Credit Agreement, dated as of November 18, 2005 (as
      may be further amended, supplemented or otherwise modified from time to time,
      the "Credit Agreement"), by and among CC
      TOLLGATE LLC, a Delaware limited liability company (the
      "Borrower"), the Lenders therein named (each, together with their respective
      successors and assigns, individually being referred to as a "Lender" and
      collectively as the "Lenders"), WELLS FARGO BANK, National Association, as
      the
      issuer of Letters of Credit (herein, in such capacity, called the "L/C Issuer")
      and WELLS FARGO BANK, National Association, as administrative and collateral
      agent for the Lenders and L/C Issuer (herein, in such capacity, called the
      "Agent Bank" and, together with the Lenders and L/C Issuer, collectively
      referred to as the "Banks"). Terms defined in the Credit Agreement and not
      otherwise defined in this Compliance Certificate ("Certificate") shall have
      the
      meanings defined and described in the Credit Agreement. This Certificate is
      delivered in accordance with Section 5.08(c) of the Credit
      Agreement.

    


    The
      period under review is the Fiscal Quarter ended    [INSERT
      DATE] ,
      together with, unless otherwise indicated, the three (3) immediately preceding
      Fiscal Quarters on a rolling four (4) Fiscal Quarter basis.

    


    I.

    


    COMPLIANCE
      WITH AFFIRMATIVE COVENANTS

    


    
      
        	
                A. FF&E
                  (Section 5.01): Please state whether or not all FF&E has been
                  purchased and installed in the Casino Facility free and clear of
                  all
                  liens, encumbrances or claims, other than Permitted
                  Encumbrances.

              	
                 

                            yes/no 

              
	
                B. Liens
                  Filed
                  (Section 5.03): Report any liens filed against the Casino Facility
                  and the
                  amount claimed in such liens. Describe actions being taken with
                  respect
                  thereto.

              	 


      

       

       

       

       

      EXHIBIT
        F 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          	
                   

                  C. Subordinated
                    Debt and Management Fees
                    (Section 5.04):

                   

                	 
	
                  a. Report
                    the amount of any payments made on the CCVLLC Subordinated Note
                    during the
                    fiscal period under review:

                	 
	
                  Interest

                	
                  $______________

                
	
                  Principal

                	
                  $______________

                
	
                  Requirement:
                    Only allowed to extent permitted in the Payment Subordination
                    Agreement
                    (CCVLLC).

                	 
	
                  b. Report
                    the amount of payments made on the Management Agreement during
                    the fiscal
                    period under review:

                	
                   

                        
                    $______________

                
	
                  Requirement:
                    Only allowed to extent permitted in the Management Subordination
                    Agreement.

                	 
	
                  c. Report
                    the amount of any payments made on all other Subordinated Debt
                    during the
                    fiscal period under review:

                	 
	
                  Interest

                	
                  $______________

                
	
                  Principal

                	
                  $______________

                
	
                  None
                    permitted.

                	 
	
                  D. Additional
                    Real Property
                    (Section 5.06): Attach a legal description of any other real property
                    or rights to the use of real property acquired subsequent to
                    the Closing
                    Date which is used in any material manner in connection with
                    the Casino
                    Facility and describe such use. Attach evidence that such real
                    property or
                    rights to the use of such real property has been added as Collateral
                    under
                    the Credit Agreement.

                	
                   

                   

                   

                  _____________

                
	
                  E. Insurance
                    (Section 5.09):

                	 
	
                  a. Has
                    there been any change in the insurance coverages or the insurance
                    companies underwriting such insurance coverages since the last
                    set of
                    certificates of insurance delivered to Agent Bank?

                	 


        

         

         

         

        2 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
            	
                    b. Are
                      the insurance coverages in place as of the end of the Fiscal
                      Quarter under
                      review in compliance with the requriements of
                      Section 5.09?

                  	      
                    _____________
	
                    c. For
                      Annual Certificate: Please complete the Insurance Schedule
                      set forth below
                      and list all currently effective insurance policies, including
                      reference
                      to the policy number, policy expiration date and reference
                      to each policy
                      maintained under subsection of Section 5.09 of the Credit Agreement.
                      Attach a separate sheet if necessary.

                  	 
	 	
                    Insurance
                      Schedule

                  	 
	
                    Policy
                      

                    No.

                  	
                    Issuer

                  	
                    Expiration

                    Date

                  
	 	 	 
	 	 	 
	 	 	 
	
                    F. Permitted
                      Encumbrances
                      (Section 5.11): Describe any Lien attachment, levy, distraint
                      or other
                      judicial process or burden affecting the collateral other than
                      the
                      Permitted Encumbrances. Describe any matters being contested
                      in the manner
                      described in Sections 5.03 and 5.10 of the Credit
                      Agreement.

                  	
                     

                     

                     

                    _____________

                  
	
                    G. Suits
                      or Actions
                      (Section 5.17): Describe on a separate sheet any matters requiring
                      advice
                      to Banks under Section 5.17.

                  	
                               
                      

                               
                      _____________

                  
	
                    H. Tradenames,
                      Trademarks and Servicemarks
                      (Section 5.19): Describe on a separate sheet any matters requiring
                      advice
                      to Banks under Section 5.19.

                  	
                     

                    _____________

                  
	
                    I. Notice
                      of Hazardous Materials
                      (Section 5.20): State whether or not to your knowledge there
                      are any
                      matters requiring notice to Agent Bank under Section 5.20. If so,
                      attach a detailed summary of such matter(s).

                  	
                     

                    ______________

                  


          

           

           

          3 

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            	
                    J. Compliance
                      with Management Agreement
                      (Section 5.22): Describe all defaults, if any, which occurred during
                      the period under review under the Management Agreement. Describe
                      any
                      modifications or amendments to the Management Agreement. State
                      whether or
                      not such modifications or amendments have been consented to
                      by Agent Bank
                      as required under Section 5.22 of the Credit
                      Agreement.

                  	           
                    _____________


          

        

      

    

    


    II.

    


    FINANCIAL
      COVENANTS OF THE BORROWER

    


    
      
        	
                A.  Total
                  Leverage
                  Ratio
                  (Section 6.01): To be calculated with reference to the Borrower
                  as of each
                  Fiscal Quarter commencing with the first full Fiscal Quarter following
                  the
                  Term Out Date, to be calculated: (i) as of the end of the first full
                  Fiscal Quarter for a fiscal period consisting of the first full
                  Fiscal
                  Quarter following the Term Out Date, (ii) as of the end of the second
                  full Fiscal Quarter for a fiscal period consisting of the first
                  and second
                  full Fiscal Quarters following the Term Out Date, (iii) as of the end
                  of the third full Fiscal Quarter for a fiscal period consisting
                  of the
                  first, second and third full Fiscal Quarters following the Term
                  Out Date,
                  and (iv) as of the end of the fourth full Fiscal Quarter following
                  the Term Out Date and as of each Fiscal Quarter end thereafter
                  occurring,
                  for a fiscal period consisting of each such Fiscal Quarter and
                  the most
                  recently ended three (3) preceding Fiscal Quarters on a rolling
                  four (4)
                  Fiscal Quarter basis:

              	 
	
                TOTAL
                  FUNDED DEBT:

              	 
	
                a.  The
                  Funded RLC Outstandings and L/C Exposure on the Revolving Credit
                  Facility
                  as of the last day of the Fiscal Quarter under review.

              	
                 

                  $ 

              


      

       

       

      4 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          	
                  b.  Plus
                    the amount of the Funded C/T Outstandings as of the last day
                    of the Fiscal
                    Quarter under review.

                	
                   

                  + $ 

                
	
                  c.  Plus
                    the total, as of the last day of the Fiscal Quarter under review,
                    of both
                    the long-term and current portions (without duplication) of all
                    other
                    Indebtedness (including Contingent Liabilities and all Indebtedness
                    owing
                    to the Subordinated Lenders under the Subordinated Debt but excluding
                    accrued but unpaid Management Fees).

                	
                   

                   

                   

                  + $___________

                
	
                  d.  Plus
                    the total, as of the last day of the Fiscal Quarter under review
                    of both
                    the long-term and current portions (without duplication) of all
                    Capitalized Lease Liabilities.

                	
                   

                  + $ 

                
	
                  e.  TOTAL
                    FUNDED DEBT

                  (a
                    + b + c + d)

                	
                    
                    $ 

                
	
                  Divided
                    ( ̧)
                    by:

                	
                   ̧

                
	
                   

                  EBITDAM

                   

                  To
                    be calculated on a cumulative basis with respect to the Fiscal
                    Quarter
                    under review and the most recently ended three (3) preceding
                    Fiscal
                    Quarters on a four (4) Fiscal Quarter basis; provided that until
                    the
                    occurrence of four (4) full consecutive Fiscal Quarters following
                    the Term
                    Out Date, the calculation of EBITDAM shall be annualized as set
                    forth
                    below.

                   

                	 
	
                  f.  Net
                    Income, including Device Fee Rebates actually received.

                	
                   $ 

                
	
                  g.  Plus
                    Interest Expense (expensed and capitalized) to the extent deducted
                    in the
                    determination of Net Income.

                	
                  + $___________

                


        

         

         

        5 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          
            	
                    h.  Plus
                      the aggregate amount of federal and state taxes on or measured
                      by income
                      for the period under review (whether or not payable during
                      such period) to
                      the extent deducted in the determination of Net Income.

                  	
                     

                     

                    + $ 

                  
	
                    i.  Plus
                      depreciation, amortization and all other non-cash expenses
                      for the period
                      under review to the extent deducted in the determination of
                      Net
                      Income.

                  	
                     

                    + $ 

                  
	
                    j.  Less
                      all cash and non-cash income (including, but not limited to,
                      interest
                      income), transfers, loans and advances from CCI or any of its
                      Subsidiaries
                      to the extent added in the determination of Net Income.

                  	
                     

                    - $ 

                  
	
                    k.  Less
                      all other non-cash income from any source not specified in
                      (j) above to
                      the extent added in the determination of Net Income.

                  	
                     

                    - $ 

                  
	
                    l.  Plus
                      Management Fees to the extent deducted in the determination
                      of Net
                      Income.

                  	
                    + $ 

                  
	
                    m.  Total
                      Annualized EBITDAM

                    (f
                      + g + h + i - j - k + l)

                  	 
	
                    Provided,
                      however, for the first three (3) full Fiscal Quarters following
                      the Term
                      Out Date, Adjusted EBITDAM shall be determined on an annualized
                      basis
                      using the following calculations:

                  	 
	
                    (i) EBITDAM
                      for first (1st)
                      full Fiscal Quarter following the Term Out Date shall be multiplied
                      by
                      four (4);

                  	 
	
                    (ii) EBITDAM
                      for the first (1st)
                      and second (2nd)
                      full Fiscal Quarters following the Term Out Date shall be multiplied
                      by
                      two (2); and

                  	 


          

           

           

          6 

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
              	
                      (iii) EBITDAM
                        for the first (1st),
                        second (2nd)
                        and third (3rd)
                        full Fiscal Quarters following the Term Out Date shall be
                        multiplied by
                        four-thirds (4/3).

                    	 
	
                      Total
                        Leverage Ratio

                      (e
                         ̧
                        m)

                    	
                               :1.0 

                    
	
                      Maximum
                        Permitted:

                    	 
	
                       

                       

                      Fiscal
                        Quarter End

                       

                    	
                       

                      Maximum
                        Total

                      Leverage
                        Ratio

                    	 
	
                      As
                        of the end of the first (1st)
                        full Fiscal Quarter ending subsequent to the Term Out Date
                        and as of each
                        Fiscal Quarter end through the fourth (4th)
                        Fiscal Quarter ending subsequent to the Term Out Date 

                    	
                       

                       

                       

                      4.75
                        to 1.00

                    	 
	
                      As
                        of the fifth (5th)
                        through eighth (8th)
                        Fiscal Quarter ends occurring subsequent to the Term Out
                        Date

                    	
                       

                       

                      4.50
                        to 1.00

                    	 
	
                      As
                        of the ninth (9th)
                        through twelfth (12th)
                        Fiscal Quarter ends occurring subsequent to the Term Out
                        Date
                        

                    	
                       

                       

                      4.00
                        to 1.00

                    	 
	
                      As
                        of the thirteenth (13th)
                        through sixteenth (16th)
                        Fiscal Quarter ends occurring subsequent of the Term Out
                        Date

                    	
                       

                       

                      3.25
                        to 1.00

                    	 
	
                      As
                        of the seventeenth (17th)
                        Fiscal Quarter end occurring subsequent to the Term Out Date
                        and as of
                        each Fiscal Quarter end thereafter occurring until Bank Facilities
                        Termination

                    	
                       

                       

                      2.75
                        to 1.00

                    	 


            

             

             

            7 

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
              
                	
                        B.  Senior
                          Leverage Ratio
                          (Section 6.02): To be calculated with reference to the
                          Borrower as of the
                          last day of each Fiscal Quarter commencing with the first
                          full Fiscal
                          Quarter following the Term Out Date, to be calculated:
                          (i) as of the
                          end of the first full Fiscal Quarter for a fiscal period
                          consisting of the
                          first full Fiscal Quarter following the Term Out Date,
                          (ii) as of the
                          end of the second full Fiscal Quarter for a fiscal period
                          consisting of
                          the first and second full Fiscal Quarters following the
                          Term Out Date,
                          (iii) as of the end of the third full Fiscal Quarter for a fiscal
                          period consisting of the first, second and third full Fiscal
                          Quarters
                          following the Term Out Date, and (iv) as of the end of the fourth
                          full Fiscal Quarter following the Term Out Date and as
                          of each Fiscal
                          Quarter end thereafter occurring, for a fiscal period consisting
                          of each
                          such Fiscal Quarter and the most recently ended three (3)
                          preceding Fiscal
                          Quarters on a rolling four (4) Fiscal Quarter basis:

                      	 
	
                        SENIOR
                          FUNDED DEBT:

                      	 
	
                        a.  The
                          Funded RLC Outstandings and L/C Exposure on the Credit
                          Facility as of the
                          last day of the Fiscal Quarter under review.

                      	
                         

                          
                          $ 

                      
	
                        b.  Plus
                          the amount of Funded C/T Outstandings as of the last day
                          of the Fiscal
                          Quarter under review.

                      	
                         

                        +
                          $ 

                      
	
                        c.  Plus
                          the total, as of the last day of the Fiscal Quarter under
                          review, of both
                          the long-term and current portions (without duplication)
                          of all other
                          Indebtedness (including Contingent Liabilities, but excluding
                          all
                          Indebtedness owing to the Subordinated Lenders under the
                          Subordinated Debt
                          and excluding accrued but unpaid Management Fees).

                      	
                         

                         

                        + $ 

                      


              

               

               

              8 

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

              
                
                  	
                          d.  Plus
                            the total, as of the last day of the Fiscal Quarter under
                            review of both
                            the long-term and current portions (without duplication)
                            of all
                            Capitalized Lease Liabilities.

                        	
                           

                          + $ 

                        
	
                          e.  TOTAL
                            SENIOR DEBT

                          (a
                            + b + c + d)

                        	
                             
                            $ 

                        
	
                          Divided
                            ( ̧)
                            by:

                        	
                           ̧

                        
	
                          f.  ANNUALIZED
                            EBITDAM

                          (Enter
                            II A(m) above)

                        	
                            
                            $ 

                        
	
                          g.  Senior
                            Leverage Ratio

                          (e
                             ̧
                            f)

                        	
                                    :1.0 

                        
	
                          Maximum
                            Permitted:

                        	 
	
                           

                           

                          Fiscal
                            Quarter End

                           

                        	
                           

                          Maximum
                            Senior

                          Leverage
                            Ratio

                           

                        	 
	
                          As
                            of the first (1st)
                            through fourth (4th)
                            Fiscal Quarter ends occurring subsequent to the Term
                            Out Date
                            

                        	
                           

                          4.25
                            to 1.00

                        	 
	
                          As
                            of the fifth (5th)
                            through eighth (8th)
                            Fiscal Quarter ends occurring subsequent to the Term
                            Out
                            Date

                        	
                           

                          3.75
                            to 1.00

                        	 
	
                          As
                            of the ninth (9th)
                            through twelfth (12th)
                            Fiscal Quarter ends occurring subsequent to the Term
                            Out Date
                            

                        	
                           

                          3.25
                            to 1.00

                        	 
	
                          As
                            of the thirteenth (13th)
                            through sixteenth (16th)
                            Fiscal Quarter ends occurring subsequent of the Term
                            Out
                            Date

                        	
                           

                          2.75
                            to 1.00

                        	 
	
                          As
                            of the seventeenth (17th)
                            Fiscal Quarter end occurring subsequent to the Term Out
                            Date and as of
                            each Fiscal Quarter end thereafter occurring until Bank
                            Facilities
                            Termination

                        	
                           

                          2.25
                            to 1.00

                        	 


                

                 

                 

                9 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                
                  
                    	
                            C.  Adjusted
                              Fixed Charge Coverage Ratio
                              (Section 6.03): Commencing as of the first full Fiscal
                              Quarter end
                              following the Term Out Date and continuing as of each
                              Fiscal Quarter end
                              until Bank Facilities Termination, the Borrower shall
                              maintain an Adjusted
                              Fixed Charge Coverage Ratio, to be calculated: (i) as of the end of
                              the first full Fiscal Quarter for a fiscal period consisting
                              of the first
                              full Fiscal Quarter following the Term Out Date, (ii) as of the end
                              of the second full Fiscal Quarter for a fiscal period
                              consisting of the
                              first and second full Fiscal Quarters following the
                              Term Out Date,
                              (iii) as of the end of the third full Fiscal Quarter for
                              a fiscal
                              period consisting of the first, second and third full
                              Fiscal Quarters
                              following the Term Out Date, and (iv) as of the end of the fourth
                              full Fiscal Quarter following the Term Out Date and
                              as of each Fiscal
                              Quarter end thereafter occurring, for a fiscal period
                              consisting of each
                              such Fiscal Quarter and the most recently ended three
                              (3) preceding Fiscal
                              Quarters on a rolling four (4) Fiscal Quarter basis:

                          	 
	
                            Numerator

                          	 
	
                            a.  Total
                              Annualized EBITDAM

                            (Enter
                              II A(m) above).

                          	
                              
                              $ 

                          
	
                            b.  Less
                              the aggregate amount of actually paid Distributions,
                              including, without
                              limitation, all Tax Distributions actually paid.

                          	
                             

                            - $ 

                          
	
                            c.  Less
                              the aggregate amount of Maintenance Capital Expenditures.

                          	
                            - $ 

                          
	
                            d.  Less
                              the aggregate amount of Management Fees paid in cash.

                          	
                            - $ 

                          
	
                            e.  Total
                              Numerator

                            (a
                              - b - c - d)

                          	
                               
                              $ 

                          
	
                            Divided
                              ( ̧)
                              by the sum of:

                          	 
	
                            Denominator

                          	 


                  

                   

                   

                  10 

                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  
                    
                      	
                              f.  The
                                aggregate amount of actually paid Interest Expense
                                (expensed and
                                capitalized).

                            	
                                
                                $ 

                            
	
                              g.  Plus
                                the aggregate amount of actually paid principal payments
                                or reductions
                                (without duplication) required to be made on all
                                outstanding Indebtedness
                                (exclusive of any Excess Cash Flow Payments).

                            	
                               

                              + $ 

                            
	
                              h.  Plus
                                the current portion of Capitalized Lease Liabilities.

                            	
                              + $ 

                            
	
                              i.  Total
                                Denominator

                              (e
                                + f + g)

                            	
                                 
                                $ 

                            
	
                              Adjusted
                                Fixed Charge Coverage Ratio (d  ̧
                                h)

                            	
                                          :1 

                            
	
                              Minimum
                                required: 

                            	 
	
                               

                               

                              Fiscal
                                Quarter End

                            	
                              Minimum
                                Adjusted 

                              Fixed
                                Charge 

                              Coverage

                            	 
	
                              As
                                of the first (1st)
                                through fourth (4th)
                                Fiscal Quarter ends occurring subsequent to the Term
                                Out
                                Date

                            	
                               

                               

                              1.10
                                to 1.00

                            	 
	
                              As
                                of the fifth (5th)
                                Fiscal Quarter end occurring subsequent to the Term
                                Out Date and as of
                                each Fiscal Quarter end thereafter occurring until
                                Bank Facilities
                                Termination

                            	
                               

                               

                              1.15
                                to 1.00

                            	 
	
                              D.  Minimum
                                Annualized EBITDAM
                                (Section 6.04): Commencing with the first full Fiscal
                                Quarter ending
                                subsequent to the Term Out Date and continuing as
                                of each Fiscal Quarter
                                end set forth Annualized EBITDAM of the Borrower


                            	 
	
                              Enter
                                Total Annualized EBITDAM

                              (See
                                II A(m) above):

                            	 
	
                              Minimum
                                Required:

                            	 


                    

                     

                     

                    11 

                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                    
                      
                        	
                                 

                                 

                                 

                                Fiscal
                                  Quarter End

                              	
                                Minimum
                                  Amount 

                                of

                                Annualized
                                  

                                EBITDAM

                              	 
	
                                As
                                  of the first (1st)
                                  through eighth (8th)
                                  Fiscal Quarter ends occurring subsequent to the
                                  Term Out Date
                                  

                              	
                                 

                                $8,000,000.00

                              	 
	
                                As
                                  of the ninth (9th)
                                  through sixteenth (16th)
                                  Fiscal Quarter ends occurring subsequent to the
                                  Term Out
                                  Date

                              	
                                 

                                $8,250,000.00

                              	 
	
                                As
                                  of the seventeenth (17th)
                                  Fiscal Quarter end occurring subsequent to the
                                  Term Out Date and as of
                                  each Fiscal Quarter end thereafter occurring until
                                  Bank Facilities
                                  Termination

                              	
                                 

                                $8,500,000.00

                              	
                              
	
                                E.  Limitation
                                  on Indebtedness
                                  (Section 6.05):

                              	 
	
                                a.  Set
                                  forth the aggregate amount of Secured Interest
                                  Rate
                                  Hedges.

                              	
                                 

                                $ 

                              
	
                                 Maximum
                                  Permitted: $   

                              	 
	
                                b.  Set
                                  forth the aggregate amount of:

                              	 
	
                                (i) Secured
                                  purchase money Indebtedness

                              	
                                 

                                $ 

                              
	
                                (ii) Capital
                                  Lease Liabilities

                              	
                                $ 

                              
	
                                                                             
                                  Total

                              	
                                $ 

                              
	
                                Maximum
                                  aggregate permitted under Section 6.05(d): $500,000.00

                              	 
	
                                c.  Set
                                  forth aggregate amount of Unsecured Indebtedness
                                  (other than trade
                                  payables and Subordinated Debt).

                              	
                                        
                                  $ 

                              
	
                                Maximum
                                  Permitted: $1,000,000.00

                              	 
	
                                d.  Set
                                  forth the aggregate amount of Subordinated Debt
                                  owing by the
                                  Borrower

                              	
                                     $ 

                              
	
                                e.  Set
                                  forth amount of Subordinated Debt, if any, which
                                  is not
                                  CCVLLC Subordinated Debt or CCI Subordinated Debt.

                              	
                                         $ 

                              


                      

                       

                       

                      12 

                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                      
                        
                          	
                                  f.  Set
                                    forth the amount and a brief description of any
                                    Indebtedness of the
                                    Borrower not permitted       under Section
                                    6.05.

                                	
                                               
                                    $ 

                                
	
                                  F.  Restriction
                                    on Distributions
                                    (Section 6.06):

                                	 
	
                                  a.  Set
                                    forth aggregate amount of Distributions made
                                    by Borrower other than Tax
                                    Distributions.

                                	
                                        
                                    $ 

                                
	
                                  b.  Set
                                    forth aggregate amount of Tax Distributions.

                                	
                                   

                                      
 $ 

                                
	
                                  c.  Total
                                    Distributions

                                  (a
                                    + b)

                                	
                                  $ 

                                
	
                                  Maximum
                                    Permitted:

                                	 
	
                                  Attach
                                    on a separate sheet a pro forma calculation of
                                    the Adjusted Fixed Charge
                                    Coverage Ratio of the Borrower as of the most
                                    recently ended Fiscal
                                    Quarter prior to the Fiscal Quarter under review,
                                    based on the assumption
                                    that such Distributions (including Tax Distributions)
                                    had occurred during
                                    such prior Fiscal Quarter.

                                	 
	
                                  Set
                                    forth the Pro Forma Adjusted Fixed Charge Coverage
                                    Ratio

                                	
                                   

                                              :1.00  

                                
	
                                  Must
                                    not be less than coverages required under Section
                                    6.03.

                                	 
	
                                  None
                                    permitted prior to occurrence of December 31, 2006 as a Tax
                                    Distribution for the 2006 Fiscal Year.

                                	 
	
                                  G.  Capital
                                    Expenditures Requirements
                                    (Section 6.07):

                                	 
	
                                  a.  Commencing
                                    as of the first full Fiscal Quarter ending subsequent
                                    to the Term Out Date
                                    and continuing as of each Fiscal Quarter end
                                    until Bank Facilities
                                    Termination, set forth the aggregate amount of
                                    Maintenance Capital
                                    Expenditures to the Casino Facility during the
                                    Fiscal Year under
                                    review

                                	
                                   

                                   

                                  $ 

                                


                        

                         

                         

                        13 

                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                        
                          
                            	
                                    b.  Set
                                      forth the amount of prior Fiscal Year gross
                                      gaming
                                      revenues.

                                  	
                                     

                                    $ 

                                  
	
                                    Minimum
                                      Maintenance Cap Ex Requirement:

                                  	 
	
                                     

                                     

                                     

                                    Fiscal
                                      Quarter End

                                  	
                                    Minimum
                                      Maintenance 

                                    Cap
                                      Ex 

                                    Requirement

                                  	
                                     

                                    Maximum
                                      

                                    Maintenance
                                      

                                    Cap
                                      Ex Limit

                                  	 
	
                                    As
                                      of the first (1st)
                                      through fourth (4th)
                                      Fiscal Quarter ends occurring subsequent to
                                      the Term Out
                                      Date

                                  	
                                     

                                    1.0%

                                  	
                                     

                                    6.0%

                                  	 
	
                                    As
                                      of the fifth (5th)
                                      through eighth (8th)
                                      Fiscal Quarter ends occurring subsequent to
                                      the Term Out
                                      Dat

                                  	
                                    1.5%

                                  	
                                     

                                    6.0%

                                  	
                                  
	
                                    As
                                      of the ninth (9th)
                                      through twelfth (12th)
                                      Fiscal Quarter ends occurring subsequent to
                                      the Term Out Date and as of
                                      each four consecutive Fiscal Quarter period
                                      ending thereafter until Bank
                                      Facilities Termination

                                  	
                                     

                                     

                                     

                                    2.0%

                                  	
                                     

                                     

                                     

                                    6.0%

                                  	
                                  
	
                                    Maximum
                                      Maintenance Cap Ex Limits:

                                  	 
	
                                    6%
                                      of prior Fiscal Year gross gaming revenues.

                                  	 
	
                                    H.  Contingent
                                      Liabilities
                                      (Section 6.08):

                                  	 
	
                                    a.  Set
                                      forth the cumulative aggregate amount of Contingent
                                      Liabilities incurred
                                      by the Borrower.

                                  	
                                    $ 

                                  
	
                                    Maximum
                                      allowed: None without prior written consent
                                      of Requisite
                                      Lenders.

                                  	 
	
                                    I.  Investment
                                      Restrictions
                                      (Section 6.09):

                                  	 


                          

                           

                           

                          14 

                          
                            
                              
                              

                            

                            
                              
                              

                              
                                

                              

                            

                            
                              
                              

                            

                          

                          
                            
                              	
                                      a.  Set
                                        forth the date, amount and a brief description
                                        of each Investment made by
                                        the Borrower not permitted under Section
                                        6.09.

                                    	
                                      $ 

                                    
	
                                      J.  Total
                                        Liens
                                        (Section 6.10): On a separate sheet describe
                                        in detail any and all Liens
                                        on any assets of the Borrower not
                                        permitted under Section 6.10.

                                    	 
	
                                      K.  Change
                                        of Control
                                        (Section 6.11): State whether or not a Change
                                        of Control has
                                        occurred.

                                    	
                                       

                                             yes/no 

                                    
	
                                      L.  Sale
                                        of Assets, Consolidation, Merger or Liquidation
                                        (Section 6.12):

                                    	 
	
                                      a.  On
                                        a separate sheet describe any and all mergers,
                                        consolidations,
                                        liquidations and/or dissolutions not permitted
                                        under Section
                                        6.12.

                                    	 
	
                                      b.  With
                                        respect to the determination of Excess Capital
                                        Proceeds, please set forth
                                        the amount of Net Proceeds received by the
                                        Borrower during the current
                                        Fiscal Year from the disposition of FF&E and other items of Collateral
                                        which have not been replaced with purchased
                                        or leased FF&E of
                                        equivalent value and utility.

                                    	 
	
                                      Requirement:
                                        On or before 30 days following such disposition,
                                        must make a Mandatory
                                        Prepayment for amount of Excess Capital Proceeds
                                        in excess of $10,000
                                        during any Fiscal Year.

                                    	 
	
                                      M.  ERISA
                                        (Section 6.13): Describe on a separate sheet
                                        any matters requiring notice
                                        to Agent Bank under Section 6.13.

                                    	 
	
                                      N.  Margin
                                        Regulations
                                        (Section 6.14): Set forth the amount(s) of
                                        and describe on a separate
                                        sheet of paper any proceeds of the Bank Facilities
                                        used by Borrower in
                                        violation of Section 6.14.

                                    	
                                       

                                        $ 

                                    
	
                                      O.  Transactions
                                        with Affiliates
                                        (Section 6.15): Describe on a separate sheet
                                        any transactions with
                                        Affiliates not permitted under Section 6.15.

                                    	 


                            

                             

                             

                            15 

                            
                              
                                
                                

                              

                              
                                
                                

                                
                                  

                                

                              

                              
                                
                                

                              

                            

                            
                              	
                                      P.  Limitation
                                        on Subsidiaries
                                        (Section 6.16): On a separate sheet, describe
                                        any Subsidiaries created by
                                        Borrower. State whether or not the creation
                                        of such Subsidiaries has been
                                        consented to by the Requisite Lenders as
                                        required under Section 6.16
                                        of the Credit Agreement.

                                    	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    III.

    


    NONUSAGE
      FEE CALCULATION

    


    
      	
              (Section
                2.12(b)): To be calculated with respect to the Fiscal Quarter under
                review:

            	 
	
              a.  Aggregate
                RLC Commitment, less the daily average of the Funded RLC
                Outstandings.

            	
              $ 

            
	
              b.  Until
                the occurrence of the Term Out Date, $32,500,000.00 less the daily
                average
                of the Funded Term Outstandings.

            	
              $ 

            
	
              c.  Amount
                of Nonusage.

              (a plus
                b)

            	
              $ 

            
	
              d.  Applicable
                Nonusage Percentage.

            	
                          0.75% 

            
	
              e.  Gross
                Nonusage Fee.

              (c
                times d)

            	
              $ 

            
	
              f.  Number
                of days in Fiscal Quarter under review

            	 
	
              g.  Nonusage
                Fee for Fiscal Quarter under review.

              (e
                 ̧
                360 x f)

            	
               

                
                 $ 

            


    

    


    IV.

    


    EXCESS
      CASH FLOW CALCULATION

     

    Commencing
      with the first full Fiscal Quarter ending subsequent to the Term Out Date and
      continuing as of each Fiscal Quarter end until Bank Facilities Termination
      set
      forth the amount, if any, of Excess Cash Flow realized by the Borrower during
      such Fiscal Quarter.

     

     

    16


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        	
                EBITDAM
                  for the Fiscal Quarter under review:

              	 
	
                a.  Net
                  Income, including Device Fee Rebates actually received.

              	
                $ 

              
	
                b.  Plus
                  Interest Expense (expensed and capitalized) to the extent deducted
                  in the
                  determination of Net Income.

              	
                 

                + $___________

              
	
                c.  Plus
                  the aggregate amount of federal and state taxes on or measured
                  by income
                  for the period under review (whether or not payable during such
                  period) to
                  the extent deducted in the determination of Net Income.

              	
                 

                + $ 

              
	
                d.  Plus
                  depreciation, amortization and all other non-cash expenses for
                  the period
                  under review to the extent deducted in the determination of Net
                  Income.

              	
                 

                + $ 

              
	
                e.  Less
                  all cash and non-cash income (including, but not limited to, interest
                  income), transfers, loans and advances from CCI or any of its Subsidiaries
                  to the extent added in the determination of Net Income.

              	
                 

                - $ 

              
	
                f.  Less
                  all other non-cash income from any source not specified in (e)
                  above to
                  the extent added in the determination of Net Income.

              	
                 

                - $ 

              
	
                g.  Plus
                  Management Fees to the extent deducted in the determination of
                  Net
                  Income.

              	
                + $ 

              
	
                h.  EBITDAM

                 (a
                  + b + c + d - e - f + g)

              	
                $

              
	
                i.  Less,
                  the aggregate amount of Maintenance Capital Expenditures

              	
                 

                - $ 

              
	
                j.  Less,
                  the aggregate amount of Interest Expense actually paid

              	
                 

                - $ 

              


      

       

       

       

      17 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                k.  Less,
                  the aggregate of Scheduled Term Amortization Payments.

              	
                - $ 

              
	
                l.  Less,
                  the aggregate of principal payments or reductions (without duplication)
                  required to be made on all other outstanding Indebtedness (exclusive
                  of
                  any Excess Cash Flow Payments).

              	
                 

                - $ 

              
	
                m.  Total
                  Excess Cash Flow.

                                             
                  (h - i - j - k - l )

              	
                 
                   $ 

              
	
                n.  Excess
                  Cash Flow Payment.

                                    
                  (m times 50%)

              	
                  
                  $ 

              
	
                Requirement:
                  Due within 60 days of Fiscal Quarter end unless as of such Fiscal
                  Quarter
                  end the Senior Leverage Ratio is less than 2.50 to 1.00. (See II
                  B(g))

              	 


      

    

    


    


    V.

    


    PERFORMANCE
      OF OBLIGATIONS

    


    A
      review
      of the activities of the Borrower during the fiscal period covered by the
      attached financial statements has been made under my supervision with a view
      to
      determining whether during such fiscal period any Default or Event of Default
      has occurred and is continuing. Except as described in an attached document
      or
      in an earlier Certificate, to the best of my knowledge, as of the date of this
      Certificate, there is no Default or Event of Default that has occurred and
      remains continuing.

    


    VI.

    


    NO
      MATERIAL ADVERSE CHANGE

    


    To
      the
      best of my knowledge, except as described in an attached document or in an
      earlier Certificate, no Material Adverse Change has occurred since the date
      of
      the most recent Certificate delivered to the Banks.

     

    18


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DATED
      this ____ day of _____________, _____.

    


    


    
      	 	
              CC
                TOLLGATE LLC, 

              a
                Delaware limited liability company

               

              By: CENTURY
                CASINOS TOLLGATE, INC., a Delaware corporation,

              Its
                Managing Member

               

              By
                /s/ Larry Hannappel   

              Larry
                Hannappel,

              CEO
                and Secretary

            


    

     

     

    19


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FORM
      OF LEGAL OPINION

    [Letterhead
      of Borrower's Counsel]

    


    


    


    _______________,
      2005

    


    


    


    Wells
      Fargo Bank,

    National
      Association,

    Agent
      Bank, Lender and L/C Issuer

    5340
      Kietzke Lane, Suite 201

    Reno,
      NV
      89511

    


    Attn:
      Ryan Edde, V.P.

    


    and
      each
      of the Banks described on Schedule 1 hereto, and their successors and
      assigns

    


    
      	 	
              Re:

            	
              Credit
                Agreement dated as of November 18, 2005 (the "Credit Agreement"),
                by and
                among CC Tollgate LLC, a Delaware limited liability company (the
                "Borrower"), the Lenders therein named (each, together with their
                respective successors and assigns, individually being referred to
                as a
                "Lender" and collectively as the "Lenders"), Wells Fargo Bank, National
                Association, as the issuer of Letters of Credit (herein, in such
                capacity,
                called the "L/C Issuer") and Wells Fargo Bank, National Association,
                as
                sole lead arranger, administrative and collateral agent for the Lenders
                and L/C Issuer (herein, in such capacity, called the "Agent Bank"
                and,
                together with the Lenders and L/C Issuer, collectively referred to
                as the
                "Banks")

            


    

    


    Ladies
      and Gentlemen:

    


    We
      are
      special Colorado counsel to Borrower and Century Casinos, Inc., a Delaware
      corporation ("CCI") and have acted in such capacity in connection with the
      preparation, execution and delivery of the Credit Agreement and each of the
      Loan
      Documents. This opinion is delivered to you at the request of Borrower pursuant
      to Section 3.06 of the Credit Agreement for the reliance of each of the Banks
      and their respective successors and assigns.

     

     

    EXHIBIT
      G


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    All
      capitalized terms which are used herein, and which are not otherwise defined
      herein, shall have the meaning which is set forth by Section 1.01 of the Credit
      Agreement.

    


    We
      have
      examined:

     

    
      	1.  	
              the
                Credit Agreement;

            


    

     

    
      	2.  	
              the
                Revolving Credit Note;

            


    

     

    
      	3.  	
              the
                Construction and Term Promissory
                Note;

            


    

     

    
      	4.  	
              the
                Completion Guaranty

            


    

     

    
      	5.  	
              the
                Assignment of Entitlements, Contracts, Rents and
                Revenues;

            


    

     

    
      	6.  	
              the
                Deed of Trust;

            


    

     

    
      	7.  	
              the
                Financing Statements;

            


    

     

    
      	8.  	
              the
                Payment Subordination Agreement
                (CCI);

            


    

     

    
      	9.  	
              the
                Payment Subordination Agreement
                (CCVLLC);

            


    

     

    
      	10.  	
              the
                Environmental Certificate;

            


    

     

    
      	11.  	
              the
                Assignment, Assumption and Consent;

            


    

     

    
      	12.  	
              the
                Management Subordination Agreement;

            


    

     

    
      	13.  	
              the
                Assignment of Architect's Contract;

            


    

     

    
      	14.  	
              the
                Assignment of Casino General Contractor's
                Agreement;

            


    

     

    
      	15.  	
              the
                Assignment of Garage General Contractor’s Agreement; (Documents 1 to 15,
                inclusive, are referred to hereinafter as the "Loan
                Documents.")

            


    

    


    
      	16.  	
              Articles
                of Organization and Operating Agreement for
                Borrower;

            


    

     

    
      	17.  	
              Articles
                of Incorporation and Bylaws for Century Casinos Tollgate, Inc., a
                Delaware
                corporation ("CCTI");

            


    

     

    
      	18.  	
              Articles
                of Incorporation and Bylaws for
                CCI;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	19.  	
              Good
                Standing Certificates of Borrower, CCTI and CCI from the Delaware
                Secretary of State and of Borrower and CCTI from the Colorado Secretary
                of
                State;

            


    

     

    
      	20.  	
              Resolutions
                of the Managers of Borrower and CCTI certified by an Officer of
                CCTI;

            


    

     

    
      	21.  	
              Resolution
                of CCI authorizing the execution of the Completion Guaranty;
                and

            


    

     

    
      	22.  	
              Certificate
                of the Incumbency of Borrower’s Officer and Authorized Manager by an
                Officer of CCTI.

            


    

     

    We
      have
      assumed the authenticity of all documents submitted to us as originals, the
      genuineness of all signatures (other than the signature of members or officers
      signing on behalf of Borrower or its manager CCTI and CCI), the legal capacity
      of natural persons and the conformity to originals of all copies of all
      documents submitted to us. We have relied upon the certificates of all public
      officials and corporate officers with respect to the accuracy of all matters
      contained therein.

    


    As
      used
      herein, the phrase "the best of our knowledge" means only such actual knowledge
      as we have obtained from consultation with attorneys presently in our firm
      whom
      we have determined are likely, in the ordinary course of their respective
      duties, to have knowledge of the matters covered by such opinions. Except as
      expressly provided otherwise herein, we have not conducted any other
      investigation or review in connection with the opinions rendered herein,
      including without limitation a review of any of our files or the files of
      Borrower.

    


    We
      are
      not expressing any opinion as to the effect of the compliance or noncompliance
      of any of the Banks with any state or federal laws or regulations which are
      applicable because of the legal or regulatory status, or the nature of the
      business of any of the Banks.

    


    Based
      on
      the foregoing and subject to the qualifications set forth herein, we are of
      the
      opinion that:

    


    1. Borrower
      is a limited liability company and each of CCI and CCTI is a corporation, each
      duly formed, validly existing and in good standing under the laws of the State
      of Delaware. Each of Borrower, CCTI and CCI (i) have all requisite power to
      execute and deliver the Loan Documents, to consummate the transactions and
      perform its obligations under the Loan Documents, and to own and operate the
      Casino Facility, and (ii) have taken all necessary action to authorize the
      execution, delivery and performance of the Loan Documents and to consummate
      the
      transactions contemplated thereby.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2. Each
      of
      Borrower, CCTI and CCI have duly authorized the execution, delivery and
      performance of the Loan Documents to which it is a party and the taking of
      any
      and all action necessary to carry out and give effect to the transactions
      contemplated to be performed under the Loan Documents.

    


    3. Neither
      the execution and delivery of the Loan Documents, nor the consummation of the
      transactions contemplated under the Loan Documents, or the compliance with
      or
      performance of the terms and conditions in the Loan Documents, conflicts in
      any
      material respect with, or will result in a material breach or violation of,
      or a
      material default (with due notice or lapse of time or both) under, or the
      creation or imposition of any lien, charge, or encumbrance of any nature
      whatsoever upon any of their respective property or assets by virtue of, the
      terms, conditions or provisions of (a) the Articles of Organization or Operating
      Agreement of Borrower, (b) the Articles of Incorporation and Bylaws of CCTI
      or
      CCI, (c) to the best of our knowledge any indenture, evidence of
      indebtedness, loan or financing agreement, or other agreement or instrument
      of
      whatever nature to which Borrower or CCI is a party or by which Borrower or
      CCI
      is bound, (d) any provision of any existing Colorado law or regulation, or
      (e)
      to the best of our knowledge any order, writ, injunction or decree of any
      Colorado court or Colorado Governmental Authority to which Borrower or CCI
      is
      subject, where in the case of (a), (b), (c) or (d) above such breach, violation
      or default could reasonably be expected to result in a Material Adverse
      Change.

    


    4. Each
      of
      the Loan Documents to be executed by the Borrower have been duly executed and
      delivered by the Borrower and constitute legal, valid and binding obligations
      of
      the Borrower enforceable against Borrower in accordance with their respective
      terms.

    


    5. The
      Completion Guaranty has been duly executed and delivered by CCI and constitutes
      the legal, valid and binding obligations of CCI enforceable against CCI in
      accordance with its terms.

    


    6. The
      Deed
      of Trust has been fully executed and delivered and will, when recorded in the
      office of the County Recorder of Gilpin County, Colorado, create a valid and
      legally binding: (i) encumbrance lien on the real property Collateral
      therein described; and (ii) security interest in the personal property
      Collateral therein described. No other filing or other registration of any
      document or instrument is necessary or advisable to protect the priority of
      the
      lien so created in the real property Collateral and it is not necessary to
      re-file or re-record the Deed of Trust in order to maintain such priority until
      ten years after the debt secured by the Deed of Trust according to the terms
      thereof or any recorded extension thereof becomes wholly due. Although there
      is
      no case law on point, we believe that in the case of installment obligations
      the
      above-mentioned ten year period runs from the due date of the last
      installment.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7. Upon
      the
      filing of the Financing Statement listing the FF&E and other Collateral
      therein described, in the office of the Secretary of State of Delaware, the
      security interest granted by the Deed of Trust will be perfected to the extent
      that such security interest may be perfected by the filing of a financing
      statement in Delaware under the Delaware and Colorado Uniform Commercial Code,
      and no refiling or re-recording of such Financing Statement is required in
      order
      to maintain the security interest of Agent Bank in said Collateral, except
      continuation statements which are required to be filed within six (6) months
      prior to the expiration of five (5) years from the date of the filing of the
      original Financing Statement. The security interest of the Lender in that
      portion of the Collateral described in the Deed of Trust which constitutes
      fixtures will be perfected upon the recording of the Deed of Trust in the County
      Recorder of Gilpin County, Colorado. 

    


    8. It
      is not
      necessary under any Gaming Law by reason of the execution, delivery or
      performance of the Loan Documents, that Agent Bank or any of the Banks be
      licensed, qualified or authorized to carry on business in any such jurisdiction.
      All necessary authorizations, consents and approvals of all applicable Gaming
      Authorities have been procured by Borrower for the execution and delivery by
      them of the Loan Documents, and for the advance of Borrowings and Construction
      Disbursements under the Credit Agreement, and for the performance by Borrower
      of
      its obligations, under the Loan Documents to which it is a party.

    


    9. The
      transactions contemplated by the Credit Agreement will not violate the usury
      laws of the State of Colorado.

    


    10. A
      court
      of the State of Colorado (or a federal court sitting in the State of Colorado)
      in a properly presented case should give effect to the choice of Nevada law
      set
      forth in the Loan Documents stated to be governed by Nevada law, except as
      to
      certain provisions of law that may constitute mandatory provisions of law or
      that may embody a strong public policy of the State of Colorado or with respect
      to which there may exist a strong governmental interest in the application
      of
      the laws of the State of Colorado. The foregoing opinion is based on the
      assumptions that:

    


    a. The
      Loan
      Documents provide that they are governed by the internal laws of the State
      of
      Nevada; and

    


    b. In
      selecting the laws of the State of Nevada to govern the Loan Documents, the
      Banks acted in good faith and without an intent to evade the law. The
      transactions described in the Loan Documents bear a substantial relationship
      to
      Nevada and a reasonable basis exists for the choice of Nevada law to govern
      the
      Loan Documents.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      opinions set forth in Paragraphs (6) and (7) above are further subject to the
      additional qualifications that: (a) the enforcement of the Loan Documents
      may be subject to bankruptcy, insolvency, reorganization, moratorium or similar
      laws now or hereinafter in effect relating to creditors' rights generally;
      (b) certain of the provisions contained in the Loan Documents may be
      unenforceable in whole or in part, to the extent that any such provision may
      contravene the public policy of the State of Nevada or State of Colorado, as
      applicable; and (c) certain waivers contained in the Loan Documents may be
      unenforceable in whole or in part under the laws of the State of Nevada or
      State
      of Colorado, as applicable, but the inclusion of such provisions, as described
      in (b) and (c) above, does not affect the validity of such Loan Documents and
      such Loan Documents contain adequate provisions for enforcing payment of all
      monetary obligations thereunder and for the practical realization of the rights
      and benefits afforded thereby, provided such enforcement is conducted in
      accordance with the procedures established by the laws of the State of Nevada
      or
      State of Colorado, as applicable. We express no opinion as to the title to
      any
      real or personal property, or as to the priority of any lien or security
      interest created by any of the Loan Documents. Furthermore, in rendering the
      opinions hereunder, we have assumed that one, or more, of the Borrower and/or
      CCTI, as applicable, have an interest in the Collateral which constitutes
      personal property.

    


    This
      opinion is rendered to the Banks, and their respective successors and assigns,
      in connection with the transactions referred to herein and may not be relied
      on
      in any other context; nor may it be relied on by any other Person. This opinion
      may not be quoted nor may copies hereof be furnished to any other Person without
      the prior written consent of the undersigned, except that the Banks, and their
      respective successors and assigns, and any of them, may furnish a copy hereof:
      (i) to their respective independent auditors and attorneys; (ii) to any
      governmental authority or authority having regulatory jurisdiction over Banks,
      or their respective successors and assigns; (iii) pursuant to order or
      legal process of any court or governmental authority; (iv) in connection
      with any legal action to which a Bank, or its successors and assigns, are a
      party arising out of the transactions referred to above; or (v) to a third
      party in connection with a proposed assignment of any interest in the Loan
      Documents.

    


    Sincerely,

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    AFTER
      RECORDING THIS

    INSTRUMENT
      SHOULD BE

    RETURNED
      TO:

    


    Timothy
      J. Henderson

    Henderson
      & Morgan, LLC

    4600
      Kietzke Lane, Suite K228

    Reno,
      NV
      89502

    


    SUBORDINATION
      AGREEMENT

    (Management
      Agreement)

    


    


    THIS
      SUBORDINATION AGREEMENT ("Agreement"), made this 18th
      day of
      November, 2005, by and among CC TOLLGATE LLC, a Delaware limited liability
      company (hereinafter referred to as "Borrower"), party of the first part,
      CENTURY CASINOS MANAGEMENT, INC., a Delaware corporation (hereinafter referred
      to as "Operator"), party of the second part, and WELLS FARGO BANK, National
      Association, as Agent Bank on behalf of itself and each of the Lenders, as
      defined and described in the Credit Agreement, described hereinbelow,
      hereinafter referred to as "Agent Bank", party of the third part.

    


    R_E_C_I_T_A_L_S:

    


    WHEREAS:

     

    A.  Borrower
      owns all of that certain real property situate in Central City, Colorado, that
      is more particularly described on that certain exhibit marked "Exhibit A",
      affixed hereto and by this reference incorporated herein and made a part hereof,
      together with all buildings, structures and other improvements constructed
      or to
      be constructed thereon (hereinafter referred to as the "Casino
      Facilities").

     

    B.  In
      this
      Agreement all capitalized words and terms shall have the respective meanings
      and
      be construed herein as provided in Section 1.01 of the Credit Agreement
      dated as of November 18, 2005 (as may be amended, modified, extended,
      renewed or restated from time to time, the "Credit Agreement"), executed by
      and
      among the Borrower and the Lenders and L/C Issuer therein named, and Agent
      Bank,
      as administrative and collateral agent for itself and for the
      Lenders.

     

    EXHIBIT
      H

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    C.  Pursuant
      to the Credit Agreement and subject to the terms and conditions specified
      therein, Lenders have agreed to establish and fund a construction and term
      loan
      ("C/T Loan") in the amount of Thirty-Two Million Five Hundred Thousand Dollars
      ($32,500,000.00) and a revolving credit facility, including a subfacility for
      the issuance of letters of credit (the "Revolving Credit Facility" and, together
      with the C/T Loan, collectively, the "Bank Facilities") in the initial principal
      amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) at any
      time
      outstanding, all subject to the terms and conditions set forth in the Credit
      Agreement. The C/T Loan is evidenced by a Construction and Term Note ("C/T
      Note") in the principal sum of Thirty-Two Million Five Hundred Thousand Dollars
      ($32,500,000.00). The Revolving Credit Facility is evidenced by a Revolving
      Credit Note (the "Revolving Credit Note" and, together with the C/T Note,
      collectively, the "Bank Notes") in the principal sum of Two Million Five Hundred
      Thousand Dollars ($2,500,000.00) executed by the Borrower, payable to the order
      of Agent Bank on behalf of Lenders. The Bank Facilities are to be secured by
      the
      Deed of Trust, Financing Statements and Assignment of Entitlements, Contracts,
      Rents and Revenues each executed by Borrower in favor of Agent Bank and recorded
      in the Official Records of Gilpin County, Colorado, together with all other
      documents and instruments collectively referred to in the Credit Agreement
      and
      hereinafter collectively referred to as the "Security
      Documentation".

     

    D.  On
      or
      about October 12, 2004, Borrower entered into a Casino Services Agreement with
      Century Resorts International Limited, a Mauritian corporation ("CRIL"), which
      Casino Services Agreement was assigned by CRIL to Operator by Assignment of
      Management Agreement dated as of September 12, 2005 (together with the Casino
      Services Agreement, as it may be amended or modified from time to time,
      collectively the "Management Agreement"), under
      the
      terms of which Operator has agreed, in exchange for certain payments,
      compensation and considerations therein specified, to provide specified
      management services to Borrower in connection with the Casino
      Facility.

     

    E.  It
      is a
      condition to establishing the Bank Facilities that the Security Documentation
      to
      be given in favor of Agent Bank on behalf of Lenders shall unconditionally
      be at
      all times a lien or charge upon the following (collectively, the "Collateral"):
      (i) the Casino Facility; (ii) the present and future tangible and
      intangible personal property which is situate at, or used in operation of,
      the
      Casino Facility; and (iii) the rents, issues, profits, income and revenues
      of
      the Casino Facility and the activities conducted thereon; all prior and senior
      to the rights of Operator under the terms of the Management
      Agreement.

     

    F.  It
      is a
      further condition to establishing the Bank Facilities that Operator shall not
      receive any payments, service fees or management fees 

     

                                                                                                                                
      2

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      (collectively,
        "Management Fees") under the Management Agreement unless the payments owing
        Banks under the terms of the Credit Agreement and Notes are current and there
        are no Defaults or Events of Default existing under the terms and conditions
        of
        the Credit Agreement, as more particularly described
        hereinbelow.

    

     

    G.  It
      is to
      the mutual benefit of the parties hereto that Lenders consent to the Management
      Agreement and Operator is willing to agree that the Bank Facilities, Credit
      Agreement and Security Documentation shall remain at all times prior to Bank
      Facilities Termination unconditionally paramount and superior to the rights
      and
      interests of Operator under the Management Agreement.

     

    H.  It
      is to
      the mutual benefit of the parties hereto that Lenders consent to the Management
      Agreement, and Operator is willing to immediately cease receiving payments
      under
      the Management Agreement if any payment owing Banks is not current under the
      terms of the Credit Agreement and Bank Notes and/or there is a Default or Event
      of Default existing under the terms of the Credit Agreement, as more
      particularly described hereinbelow.

     

    I.  The
      provisions of Section 1.02 of the Credit Agreement shall be applied to this
      Agreement in the same manner as applied therein to the Credit
      Agreement.

     

    NOW,
      THEREFORE, in consideration of Lenders' consent to the Management Agreement,
      the
      mutual benefits accruing to the parties hereto and other good and valuable
      considerations, the receipt of which is hereby acknowledged, the parties hereto
      do promise, covenant and agree as follows:

     

    1.  That
      Banks would not consent to the Management Agreement and establish the Bank
      Facilities but for this Agreement.

     

    2.  That
      the
      Security Documentation securing the Bank Facilities in favor of Banks and any
      and all renewals, amendments, modifications, restatements and extensions thereof
      shall unconditionally be and remain at all times a lien or charge on the
      Collateral and business operations conducted in connection therewith prior
      and
      superior to all right, title and interest which Operator may have or hereafter
      acquire therein under the terms of the Management Agreement. Operator
      acknowledges that it is familiar with the terms and conditions of all of the
      Security Documentation and hereby consents to execution, delivery, filing and
      recording thereof. In this regard it is understood and hereby agreed that,
      notwithstanding anything contained in the Management Agreement to the contrary,
      upon the consummation of any foreclosure or deed in lieu of foreclosure, the
      Management Agreement shall be terminated and of no further force or
      effect.

     

    3

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.  So
      long
      as any monetary obligation or other obligation or commitment to advance funds
      under the Credit Agreement, the Bank Notes or any other Loan Documents, as
      defined in the Credit Agreement (as such obligations may be renamed, increased
      or extended, including, without limitation, post petition interest whether
      or
      not allowed in any insolvency proceedings, and fees, attorney costs and
      indemnities under the Loan Documents, collectively the "Bank Debt") shall remain
      unpaid or unfunded, in whole or in part, Operator shall not receive any payments
      or Management Fees from the Borrower in connection with the Management
      Agreement:

     

    (a)  if
      a
      Default or Event of Default, as defined in the Credit Agreement, shall have
      occurred and is continuing under any Bank Debt; or 

     

    (b)  if
      the
      making of such payment would create a Default or Event of Default, as defined
      in
      the Credit Agreement.

     

    4.  In
      the
      event that any such payments or Management Fees are made in violation of
      Section 3 hereinabove, such payments shall not be accepted by Operator and,
      if so accepted, shall be held in trust for the benefit of, and shall be paid
      forthwith over and delivered to Agent Bank. The subordination provisions set
      forth hereinabove are made for the benefit of Lenders and it is understood
      by
      Borrower and by Operator that Banks will take certain actions in reliance upon
      such subordination provisions. It is further understood that Banks' reliance
      upon the referenced subordination provisions shall not constitute a waiver
      by
      Banks of their right to insist upon strict compliance with all provisions of
      the
      Credit Agreement and with all provisions of the Loan Documents as particularly
      defined by the Credit Agreement. 

     

    5.  (a)In
      the
      event of:

     

    (i) any
      insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment,
      composition or other similar proceeding relating to the Borrower, its creditors
      or its property;

    


    (ii)  any
      proceeding for the liquidation, dissolution or other winding-up of the Borrower,
      voluntary or involuntary, whether or not involving insolvency, reorganization
      or
      bankruptcy proceedings;

    


    (iii)  any
      assignment by the Borrower for the benefit of creditors; or

    


    (iv) any
      other
      marshalling of the assets of the Borrower;

     

    4

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    all
      Bank
      Debt (including any interest thereon accruing after the commencement of any
      such
      proceedings and any other sums or premium due) shall first be paid in full
      before any payment, whether in cash, securities or other property, shall be
      made
      in connection with the Management Agreement. Any payment or distribution,
      whether in cash, securities or other property which would otherwise, but for
      these subordination provisions, be payable or deliverable in respect of the
      Management Agreement shall be paid or delivered directly to the holders of
      Bank
      Debt until all Bank Debt (including any interest thereon accruing after the
      commencement of any such proceedings) shall have been paid in full.

    


    (b) If
      any
      payment or distribution of any character or any security, whether in cash,
      securities or other property, shall be received by Operator in contravention
      of
      any of the terms hereof and before all Bank Debt shall have been paid in full,
      such payment or distribution or security shall be received in trust for the
      benefit of, and shall be paid over or delivered and transferred to, the holder
      of Bank Debt at the time outstanding for application to the payment of all
      Bank
      Debt remaining unpaid, to the extent necessary to pay all such Bank Debt in
      full. In the event of the failure of Operator to endorse or assign any such
      payment, distribution or security, each holder of Bank Debt is hereby
      irrevocably authorized to endorse or assign the same.

    


    (c) The
      Bank
      Debt shall not be deemed to have been paid in full unless the holder thereof
      shall have indefeasibly received cash in lawful currency of the United States
      of
      America equal to the amount of Bank Debt then outstanding.

    


    (d) Operator
      will take such action (including, without limitation, the execution and filing
      of a financing statement with respect to this Agreement and including the
      execution, verification, delivery and filing of proofs of claim, consents,
      assignments or other instructions which the holder of the Bank Debt may require
      in order to prove and realize upon any rights or claims pertaining to the
      Management Agreement and to effectuate the full benefit of the subordination
      contained herein) as may be necessary or appropriate to assure the effectiveness
      of the subordination effected by these provisions.

    


    (e) Operator
      understands and acknowledges by its execution hereof that the actions of the
      Lenders in connection with the Bank Debt are being or have been made in reliance
      upon the absolute subordination of the Management Agreement to Bank Debt as
      set
      forth herein.

     

    6.  Subject
      to the terms of the Credit Agreement and any amendment, revision, restatement
      or
      modification thereof:

     

    5

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a)  This
      Agreement shall continue in effect so long as any Bank Debt shall remain unpaid
      or Lenders have any obligation to lend under the Credit Agreement and no action
      that the holder of the Bank Debt or the Borrower, with or without the written
      consent of the holder of the Bank Debt, may take or refrain from taking with
      respect to any Bank Debt, any instrument representing the same, any collateral
      therefor, or any agreement or agreements, including guaranties, in connection
      therewith, shall affect this Agreement or the obligations of Operator
      hereunder.

     

    (b)  All
      rights and interests of the Lenders hereunder, and all agreements and
      obligations of Operator and the Borrower under this Agreement, shall remain
      in
      full force and effect irrespective of:

     

    (i) any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Bank Debt, or any other amendment or waiver of or any consent
      to
      departure from the Credit Agreement, the Bank Notes or any other Loan
      Document;

    


    (ii) any
      taking and holding of Collateral or other security or additional guarantees
      for
      all or any of the Bank Debt; or any amendment, alteration, exchange,
      substitution, transfer, enforcement, waiver, subordination, termination or
      release of any Collateral or such guarantees, or any non-perfection of any
      Collateral, or any consent to departure from any such guaranty;

    


    (iii) any
      manner of application of Collateral or proceeds thereof, to all or any of the
      Bank Debt, or the manner of sale of any Collateral or other
      security;

    


    (iv) any
      consent by any of the Banks or any other Person to the change, restructure
      or
      termination of the corporate structure or existence of the Borrower or Operator,
      or any Subsidiary thereof and any corresponding restructure of the Bank Debt,
      or
      any other restructure of the Bank Debt or any portion thereof; or

    


    (v) any
      modification, compounding, comprise, settlement, release by the Banks or any
      of
      them or any other Person (or by operation of law or otherwise), collection
      or
      other liquidation of the Bank Debt or of the Collateral or other security in
      whole or in part, and any refusal of payment to any Bank in whole or in part,
      from any obligor or guarantor in 

    6

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    connection
      with any of the Bank Debt, whether or not with notice to, or further assent
      by,
      or any reservation of rights against Operator.

    


    Without
      limiting the generality of the foregoing, Operator hereby consents to and agrees
      that the rights of each Bank hereunder, and the enforceability hereof, shall
      not
      be affected by any release of any Collateral or security from the liens and
      security interests created by any of the Loan Documents or any other agreement
      whether for purposes of sales or other dispositions of assets or for any other
      purpose. This Agreement shall continue to be effective or be reinstated, as
      the
      case may be, if at any time any payment of any of the Bank Debt is rescinded
      or
      must otherwise be returned by any Bank upon the insolvency, bankruptcy or
      reorganization of the Borrower or otherwise, all as though such payment had
      not
      been made.

     

    (c)  Operator
      waives the right to require the Banks to proceed against the Borrower or any
      other person liable on the Bank Debt, to proceed against or exhaust any security
      held from the Borrower or any other person, or to pursue any other remedy in
      the
      Banks' power whatsoever and Operator waives the right to have the property
      of
      the Borrower first applied to the discharge of the Bank Debt. The Banks may,
      at
      their election, exercise any right or remedy they may have against the Borrower
      or any security held by the Banks, including, without limitation, the right
      to
      foreclosure upon any such security by one or more judicial or nonjudicial sales,
      whether or not every aspect of any such sale is commercially reasonable, without
      affecting or impairing in any way the obligations of Operator hereunder, except
      to the extent the Bank Debt has been paid, and Operator waives any defense
      arising out of the absence, impairment or loss of any right of reimbursement,
      contribution or subrogation or any other right or remedy of Operator against
      the
      Borrower or any such security, whether resulting from such election by the
      Lenders.

     

    7.  Operator
      hereby irrevocably agrees that any legal action or proceedings initiated by
      Operator or against it by Lenders or Agent Bank with respect to this Agreement
      shall be brought in the courts of the State of Colorado or in the United States
      District Courts of Colorado and, by execution and delivery of this Agreement,
      Operator consents to such jurisdiction and hereby irrevocably waives any and
      all
      objections which it may have as to venue in any of the above
      courts.

     

    8.  Operator
      hereby agrees to be responsible for and to pay all costs and expenses,
      including, without limitation, attorneys' fees and costs and accountants' fees,
      incurred by the holder of the Bank Debt in connection with the successful
      enforcement by the holder of the Bank Debt of its rights or the protection
      of
      the holder of the Bank Debt of its interests under this Agreement, whether
      incurred pre-trial, at trial or on appeal.

    7

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.  This
      Agreement and the rights and obligations of the parties hereto shall be governed
      by and construed and enforced in accordance with the laws of the State of
      Colorado.

     

    10.  Borrower
      joins in the execution of this Agreement to evidence its agreement to the terms
      hereof and to be legally bound hereby. This Agreement shall be binding upon
      the
      parties hereto and their respective successors and assigns and shall inure
      to
      the benefit of the parties hereto and their respective successors and
      assigns.

     

    11.  This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original and all of which shall constitute one and the same document
      with the same effect as if all parties had signed the same signature page.
      Any
      signature page of this Agreement may be detached from any counterpart of this
      Agreement and reattached to any other counterpart of this Agreement identical
      in
      form hereto but having attached to it one or more additional signature
      pages.

     

    12.  It
      is
      understood and agreed that, by virtue of its execution and delivery of this
      Agreement, Operator shall not be deemed to be a maker, surety or other obligor
      of any of Borrower's Obligations (as defined by the Credit Agreement); however,
      nothing contained in this Paragraph 12 shall relieve Operator from its
      obligations to comply with the terms and conditions hereof.

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Agreement, as of the day
      and
      year first above written.

    


    
      
        	
                OPERATOR:

                 

                CENTURY
                  CASINOS MANAGEMENT, INC., a Delaware corporation

                 

                By     

                 

                Name     

                 

                Title     

              	
                BORROWER:

                 

                CC
                  TOLLGATE LLC,

                a
                  Delaware limited liability company

                 

                By: CENTURY
                  CASINOS TOLLGATE, INC., a Delaware corporation,

                Its
                  Managing Member

                 

                By /s/
                  Larry Hannappel    

                Larry
                  Hannappel,

                CEO
                  and Secretary

              


      

       

       

       8

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	
                 

                AGENT
                  BANK:

                 

                WELLS
                  FARGO BANK,

                National
                  Association,

                Agent
                  Bank

                 

                 

                By
                  /s/ Ryan Edde

                Ryan
                  Edde,

                Vice
                  President

                 

              


      

    

    


    
 

    


    STATE
      OF
      ___________ )

                                                  
      )
      ss.

    COUNTY
      OF
      __________)

    


    This
      instrument was acknowledged before me on November ____, 2005, by
      _____________________________ as ________________________ of CENTURY CASINOS
      MANAGEMENT, INC.

    


    


    


    
      	
              __________________________

              Notary
                Public

            	 


    

    


    


    9

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    STATE
      OF
      ___________ )

                                                  
      )
      ss.

    COUNTY
      OF
      __________ )

    


    This
      instrument was acknowledged before me on November ____, 2005, by LARRY HANNAPPEL
      as CEO and Secretary of CENTURY CASINOS TOLLGATE, INC. the Managing Member
      of CC
      TOLLGATE LLC.

    


    


    
      	
              __________________________

              Notary
                Public

            	 


    

    


    


    


    


    


    STATE
      OF
      NEVADA        )

                                                  
      )
      ss.

    COUNTY
      OF
      WASHOE    )

    


    This
      instrument was acknowledged before me on November ____, 2005, by RYAN EDDE
      as Vice President of WELLS FARGO BANK, NATIONAL ASSOCIATION.

    


    


    
      	
              __________________________

              Notary
                Public

            	 


    

     

     

    10


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AUTHORIZED
      OFFICER'S CERTIFICATE OF

    CENTURY
      CASINOS TOLLGATE, INC., a Delaware corporation, 

    IN
      ITS CAPACITY AS THE MANAGING MEMBER OF 

    CC
      TOLLGATE LLC, a Delaware limited liability company

    


     

    The
      undersigned hereby certify that the following persons currently have been
      authorized to act on behalf of CENTURY CASINOS TOLLGATE, INC., a Delaware
      corporation, in its capacity as the Managing Member of CC TOLLGATE LLC, a
      Delaware limited liability company (the "Borrower"), holding the positions
      indicated next to their names, that the signatures appearing opposite their
      names below are true and genuine signatures of such persons, and that each
      of
      such persons shall be deemed an "Authorized Officer" as defined in and for
      the
      purposes used in connection with the Credit Agreement (as may be supplemental,
      amended or otherwise modified from time to time, the "Credit Agreement"), dated
      as of November 18, 2005, executed by and among the Borrower, the Lenders therein
      named (each, together with their respective successors and assigns, individually
      being referred to as a "Lender" and collectively as the "Lenders"), WELLS FARGO
      BANK, National Association, as the issuer of Letters of Credit (herein, in
      such
      capacity, called the "L/C Issuer") and WELLS FARGO BANK, National Association,
      as arranger, administrative and collateral agent for the Lenders and L/C Issuer
      (herein, in such capacity, called the "Agent Bank" and, together with the
      Lenders and L/C Issuer, collectively referred to as the "Banks"), and such
      Authorized Officers are authorized to deliver on behalf of the Borrower the
      Notices of Borrowings, Compliance Certificates, Construction Disbursement
      Requests and all other notices, requests, reports, consents, certifications
      and
      authorizations on behalf of the Borrower under the Credit Agreement, and have
      been duly authorized by each of the Borrower as "Authorized Officers" for all
      purposes under the Credit Agreement and each related Loan Document.

    


    All
      capitalized terms used but not otherwise defined in this Certificate shall
      have
      the same meanings as set forth in the Credit Agreement.

     

     


    
      
         

         

      

      
        
          

        

      

      
        
        

      

    


    


    
      	
              NAME

            	
              POSITION
                IN CENTURY CASINOS TOLLGATE, INC.

            	
              SIGNATURE

            
	
               

               

               

              Richard
                S. Rabin

            	
               

               

               

              Chief
                Operating Officer

            	 
	
               

               

               

              Larry
                Hannappel

            	
               

               

               

              CEO
                and Secretary

            	 


    

    


    IN
      WITNESS WHEREOF, the undersigned secretary of Century Casinos Tollgate, Inc.
      has
      executed the foregoing Certificate on behalf of Century Casinos Tollgate, Inc.
      in its capacity as the Managing Member of Borrower as of the 18th
      day of
      November, 2005.

    


    
      	 	
              BORROWER:

               

              CC
                TOLLGATE LLC, 

              a
                Delaware limited liability company

               

              By: CENTURY
                CASINOS TOLLGATE, INC., a Delaware corporation

              its
                Managing Member

               

               

              By
                /s/ Larry Hannappel

                Larry
                Hannappel, 

               CEO
                and Secretary

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CLOSING
      CERTIFICATE

    


    


    TO: WELLS
      FARGO BANK, National Association, in its capacity as Agent Bank under that
      certain Credit Agreement, dated as of November 18, 2005 (as amended,
      supplemented or otherwise modified from time to time, the "Credit Agreement"),
      by and among CC TOLLGATE LLC, a Delaware limited liability company (the
      "Borrower"), the Lenders therein named (each, together with their respective
      successors and assigns, individually being referred to as a "Lender" and
      collectively as the "Lenders"), WELLS FARGO BANK, National Association, as
      the
      issuer of Letters of Credit (herein, in such capacity, called the "L/C Issuer")
      and WELLS FARGO BANK, National Association, as administrative and collateral
      agent for the Lenders and L/C Issuer (herein, in such capacity, called the
      "Agent Bank" and, together with the Lenders and L/C Issuer, collectively
      referred to as the "Banks"). Capitalized terms used herein without definition
      shall have the meanings attributed to them in Section 1.01 of the Credit
      Agreement.

    


    THE
      UNDERSIGNED, as an Authorized Officer of Borrower, does hereby make the
      following certifications effective as of the Closing Date pursuant to
      Article IIIA of the Credit Agreement:

    


    (a) the
      representations and warranties contained in Article IV of the Credit Agreement
      and contained in each of the other Loan Documents (other than representations
      and warranties which speak only as of a different date, which shall be true
      and
      correct as of such date) are true and correct on and as of the Closing Date,
      except to the extent that such representations and warranties are not true
      and
      correct as a result of a change which is permitted by this Credit Agreement
      or
      by any other Loan Document, or which is otherwise consented to by Agent Bank
      upon the approval of Requisite Lenders;

    


    (b) no
      event
      (i) has occurred and is continuing or (ii) would occur as a result of any
      Borrowing contemplated under the Credit Agreement on the Closing Date, or (iii)
      would result from the making thereof, which (in the case of (i), (ii) or (iii)
      above) constitutes a Default or Event of Default under the terms of the Credit
      Agreement;

    


    (c) Borrower
      has, as of the Closing Date, performed and complied with all agreements and
      conditions that are contained in the Credit Agreement and that the Credit
      Agreement requires Borrower to perform and comply with prior to or as of the
      advance of the Closing Disbursement;

    


    (d) The
      Credit Agreement, the Revolving Credit Note and each of the other Loan Documents
      required to be executed and delivered on or prior to the Closing Date have
      been
      duly authorized by all necessary action of Borrower's Board of Managing


     

    EXHIBIT
      J

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Members
      and have been executed and delivered on behalf of Borrower by a duly authorized
      representative thereof; and

    


    (e) Concurrently
      herewith, Borrower has delivered to Agent Bank a true and correct copy of the
      articles of organization and operating agreement of the Borrower, together
      with
      all amendments thereto adopted through the date hereof.

    


    IN
      WITNESS WHEREOF, the undersigned have executed this Closing Certificate as
      of
      the 18th
      day of
      November, 2005.

    


    


    
      	 	
              BORROWER:

               

              CC
                TOLLGATE LLC,

              a
                Delaware limited liability company

               

              By: CENTURY
                CASINOS TOLLGATE, INC., a Delaware corporation,

              its
                Managing Member

               

               

              By
                /s/ Larry Hannappel

                 
                Larry Hannappel, 

              CEO
                and Secretary

               

            


    

     

     

    2

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT,
      ASSUMPTION AND CONSENT AGREEMENT

    (Form)

    


     

    THIS
      ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT ("Assignment") is made as of the
      ___ day of _____________, 200__, by and between ________________________________
      (hereinafter referred to as "Assignor"), party of the first part, and
      ____________________________ (hereinafter referred to as "Assignee"), party
      of
      the second part.

    


    R_E_C_I_T_A_L_S:

    


    A. Reference
      is made to that certain Credit Agreement, dated as of November 18, 2005 (as
      amended, supplemented or otherwise modified from time to time, the "Credit
      Agreement"), by and among CC Tollgate LLC, a Delaware limited liability company
      (the "Borrower"), the Lenders therein named (herein together with their
      respective successors and assigns collectively the "Lenders"), WELLS FARGO
      BANK,
      National Association, as the issuer of Letters of Credit (herein, in such
      capacity, called the "L/C Issuer") and WELLS FARGO BANK, National Association,
      as administrative and collateral agent for the Lenders and L/C Issuer (herein,
      in such capacity, called the "Agent Bank" and, together with the Lenders and
      L/C
      Issuer, collectively referred to as the "Banks"). 

    


    B. In
      this
      Assignment, all capitalized words and terms not otherwise defined herein shall
      have the respective meanings to be construed herein as provided in Section
      1.01
      of the Credit Agreement and any reference to a provision of the Credit Agreement
      shall be deemed to incorporate such provision as a part hereof in the same
      manner and with the same effect as if the same were fully set forth
      herein.

    


    C. As
      of the
      date of this Assignment and as of the Effective Date, as hereinafter defined,
      but before giving effect to the assignment contemplated hereby, Assignor is
      and
      shall be the owner and holder of a ___________ percent (____%) Syndication
      Interest in the Bank Facilities.

    


    D. As
      of the
      Effective Date, as hereinafter defined, Assignor desires to assign to Assignee
      and Assignee desires to assume a ____________ percent (____%) Syndication
      Interest in the Bank Facilities.

    


    E. This
      Assignment is made, executed and delivered pursuant to Section 11.10 of the
      Credit Agreement and shall also constitute notice to Borrower and Agent Bank
      of
      the assignment and delegation to Assignee of the Syndication Interest
      particularly described hereinbelow.

     

     

    EXHIBIT
      K


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    NOW,
      THEREFORE, in consideration of the foregoing and other good and valuable
      considerations, the receipt and sufficiency of which are hereby acknowledged,
      the parties hereto do agree as follows:

    


    1. As
      of the
      Effective Date, as hereinafter defined, Assignor does hereby transfer, convey,
      set over and assign unto Assignee, without recourse, warranty or representation
      other than as set forth in Paragraph 5 hereinbelow (the "Assigned
      Interest"), $________________ of the outstanding unpaid balance of the Bank
      Facilities, representing an undivided _______________ percent (_____%)
      Syndication Interest.

    


    2. From
      and
      after the Effective Date, Assignee shall and does hereby assume and agree to
      perform all of the promises and covenants of Assignor as to the Assigned
      Interest particularly described in Paragraph 1 hereinabove arising or
      performable from and after the Effective Date and further agrees to indemnify
      and hold Assignor harmless from any and all liabilities, damages, costs or
      expenses which Assignor may incur by reason of the failure of Assignee to fund
      or perform any obligation of Assignor as to the Assigned Interest assigned
      hereunder arising or performable from and after the Effective Date at the time
      and in the manner set forth in the Loan Documents, and does further agree to
      assume and be bound by each and every term, condition, provision and covenant
      contained in the Credit Agreement and each of the Loan Documents, effective
      as
      of the Effective Date, to the same extent and manner as if Assignee had
      originally been named in the Credit Agreement as a Lender holding the Assigned
      Interest therein and Assignee shall be deemed to be a Lender party to the Credit
      Agreement for all purposes thereof.

    


    3. The
      "Effective Date" as used herein shall mean ___________, 200__, provided that
      each of the following conditions precedent have been satisfied on or before
      the
      Effective Date: (a) Assignor and Assignee have executed this Assignment, (b)
      Borrower and Agent Bank have joined in the execution of this Assignment for
      the
      purpose of evidencing their respective acknowledgment and consent to the
      assignment by Assignor of the Assigned Interest in favor of Assignee,
      (c) Assignee has delivered to Assignor _______________________ Dollars
      ($________________) in immediately available funds, and (d) Assignee has
      delivered to Agent Bank in immediately available funds the Three Thousand Five
      Hundred Dollar ($3,500.00) assignment fee in accordance with Section 11.10b
      of the Credit Agreement. Interest accrued but remaining unpaid on the portion
      of
      the outstanding principal balance under the Bank Facilities which is allocable
      to the Assigned Interest assigned hereby and is owing to Assignor as of the
      Effective Date shall be prorated to the Effective Date and disbursed by Agent
      Bank to Assignor and Assignee, as applicable, from the next payment of accrued
      interest under the Notes.

     

    2

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4. On
      the
      Effective Date, the respective aggregate Syndication Interests of the Lenders
      in
      the Bank Facilities shall be as set forth on the Schedule of Lenders'
      Proportions in Bank Facilities, a copy of which is marked "Schedule 2.01(a)"
      affixed hereto and by this reference incorporated herein and made a part hereof,
      which shall restate the Schedule of Lenders' Proportions in Bank Facilities
      attached as Schedule 2.01(a) to the Credit Agreement, and all previous
      amendments and reinstatements thereof, for the purpose of showing the Assigned
      Interest as a decrease in Assignor's applicable Syndication Interest and
      evidencing Assignee's applicable Syndication Interest in the Bank
      Facilities.

    


    5. Assignor
      represents and warrants that: 

    


    a. (i)
      it is
      the owner of the Assigned Interest being assigned and transferred hereunder
      free
      and clear of any liens or other charges of any kind, (ii) it is duly
      organized and existing and has the full power and authority to take, and has
      taken, all action necessary to execute and deliver this Assignment and any
      other
      documents required or permitted to be executed or delivered by it in connection
      with this Assignment and to fulfill its obligations hereunder, (iii) no notices
      to, or consents, authorizations or approvals of, any Person are required (other
      than any already given or hereby obtained) for its due execution, delivery
      and
      performance of this Assignment, and apart from any agreements or undertaking
      or
      filings required by the Credit Agreement, no further action by, or notice to,
      or
      filing with, any Person is required of it for such execution, delivery or
      performance; and (iv) this Assignment has been duly executed and delivered
      by it
      and constitutes its legal, valid and binding obligations, enforceable against
      it
      in accordance with the terms hereof, subject, as to enforcement, to bankruptcy,
      insolvency, moratorium, reorganization and other laws of general application
      relating to or affecting creditors' rights and to general equitable
      principles.

    


    b. Assignor
      makes no representation or warranty and assumes no responsibility with respect
      to any statements, warranties or representations made in or in connection with
      the Credit Agreement or the execution, legality, validity, enforceability,
      genuineness, sufficiency or value of the Credit Agreement, the Loan Documents
      or
      any other instrument or document furnished pursuant thereto. Assignor makes
      no
      representation or warranty in connection with, and assumes no responsibility
      with respect to, the solvency, financial condition or statements of the Borrower
      or the performance or observance by the Borrower of any of its obligations
      under
      the Credit Agreement, the Loan Documents or any other instrument or document
      furnished in connection therewith.

    


    6. Assignee
      represents and warrants that: 

    


    a. (i)
      it is
      duly organized and existing and it has full power and authority to take, and
      has
      taken, all action necessary to execute and deliver this 

     

    3

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Assignment
      and any other documents required or permitted to be executed or delivered by
      it
      in connection with this Assignment, and to fulfill its obligations hereunder;
      (ii) no notices to, or consents, authorizations or approvals of, any person
      are required (other than any already given or obtained) for its due execution,
      delivery and performance of this Assignment; and apart from any agreements
      or
      undertakings or filings required by the Credit Agreement, no further action
      by,
      or notice to, or filing with, any person is required of it for such execution,
      delivery or performance; (iii) this Assignment has been fully executed and
      delivered by it and constitutes its legal, valid and binding obligations,
      enforceable against it in accordance with the terms hereof, subject, as to
      enforcement, to bankruptcy, insolvency, moratorium, reorganization and other
      laws of general application relating to or affecting creditors' rights and
      to
      general equitable principles; and (iv) it is eligible under the Credit
      Agreement to be an assignee in accordance with the terms hereof.

    


    b. (i) under
      applicable law and treaties no tax will be required to be withheld by Borrower
      or any Bank with respect to any payments to be made to the Assignee under the
      Credit Agreement, (ii) it agrees to furnish (if it is organized under the
      laws of any jurisdiction other than the United States or any State thereof)
      to
      the Agent Bank and the Borrower prior to the time that the Agent Bank or
      Borrower are required to make any payment of principal, interest or fees
      hereunder, duplicate executed original of either U.S. Internal Revenue Service
      Form 4224 or U.S. Internal Revenue Service From 1001 (wherein the Assignee
      claims entitlement to the benefits of a tax treaty that provides for a complete
      exemption from U.S. federal income withholding tax on all payments hereunder)
      and agrees to provide new Forms 4224 or 1001 upon the expiration of any
      previously delivered form or comparable statements in accordance with applicable
      U.S. law and regulations and amendments thereto, duly executed and completed
      by
      the Assignee, and (iii) it agrees to comply with all applicable U.S. laws
      and regulations with regard to such withholding tax exemption.

    


    7. The
      Assignee (a) acknowledges that it has received a copy of the Credit Agreement
      and the Loan Documents, together with copies of the most recent financial
      statements referred to in Section 5.08 of the Credit Agreement, and such
      other documents and information as it has deemed appropriate to make its own
      credit and legal analysis and decision to enter into this Assignment;
      (b) agrees that it will, independently and without reliance upon the
      Assignor, the Agent Bank or any other Lender and based on such documents and
      information as it shall deem appropriate at the time, continue to make its
      own
      credit and legal decisions in taking or not taking action under the Credit
      Agreement; and (c) appoints and authorizes the Agent Bank to take such action
      as
      agent on its behalf and to exercise such powers under the Credit Agreement
      as
      are delegated to the Agent Bank by the terms thereof, together with such powers
      as are reasonably incidental thereto.

     

    4

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8. Assignee
      hereby advises Borrower and Agent Bank of the following administrative details
      with respect to the Assigned Interest:

    


    a. Address
      for notices:

    


    ____________________________

    ____________________________

    ____________________________

    ____________________________

    


    b. Telephone:

    


    ____________________________

    


    c. Facsimile:

    


    ____________________________

    


    d. Payment
      (wire) instructions:

    


    ____________________________

    ____________________________

    ____________________________

    


    9. Borrower
      and Agent Bank join in the execution of this Assignment for the purpose of
      evidencing and acknowledging their respective consents to the transfer by
      Assignor to Assignee of the Assigned Interest and agree to recognize Assignee
      as
      a Lender under the Credit Agreement and each of the Loan Documents to the same
      extent as if Assignee were originally named as a Lender therein as to the
      Assigned Interest. Borrower and Agent Bank further agree that as of the
      Effective Date and consummation of each of the items specified in
      Paragraph 3 hereinabove, Assignor shall be and is hereby fully released and
      discharged from all liabilities, responsibilities and obligations with respect
      to the Assigned Interest hereby assigned arising or performable on and after
      the
      Effective Date.

    


    10. Any
      interest, commissions, fees and other payments accrued to but excluding the
      Effective Date with respect to the Assigned Interest hereby assigned shall
      be
      for the account of Assignor. Any interest, fees and other payments accrued
      on
      and after the Effective Date with respect to the Assigned Interest hereby
      assigned shall be for the account of the Assignee. Each of the Assignor and
      the
      Assignee agree that it will hold in trust for the other party any interest
      and
      other amounts which it may receive to which the 

     

     

    5

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    other
      party is entitled pursuant to the preceding sentence and pay to the other party
      any such amounts which it may receive promptly upon receipt.

    


    11. This
      Assignment may be signed in any number of counterparts, and signatures to all
      counterparts thereto, when assembled together, shall constitute signatures
      to
      this entire agreement with the same effect as if all signatures were on the
      same
      document.

    


    12. This
      Assignment shall, in all respects, be governed by the laws of the State of
      Nevada and if any action is taken to enforce the terms hereof, such action
      shall
      be commenced and maintained within the State of Nevada.

    


    13. Any
      amendment or waiver of any provision of this Assignment shall be in writing
      and
      signed by the parties hereto. No failure or delay by either party hereto in
      exercising any right, power or privilege hereunder shall operate as a waiver
      thereof and any waiver of any breach of the provisions of this Assignment shall
      be without prejudice to any rights with respect to any other or further breach
      thereof.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed the foregoing Assignment
      as of
      the day and year first above written.

    


    
      	
              ASSIGNOR:

               

              ____________________________

               

               

              By__________________________

               

              Title_______________________

               

            	
              ASSIGNEE:

               

              ____________________________

               

               

              By__________________________

               

              Title_______________________

            


    

     

    6

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Borrower
      and Agent Bank hereby join in the execution of this Assignment for the purpose
      of evidencing and acknowledging their respective consent as set forth in
      Paragraph 9 above.

    


    DATED
      as
      of the ____ day of _______________, 200__.

    


    
      	 	
              BORROWER:

               

              CC
                TOLLGATE LLC,

              a
                Delaware limited liability company

               

              By: CENTURY
                CASINOS TOLLGATE, INC., a Delaware corporation

              its
                Managing Member

               

               

              By
                /s/ Larry Hannappel

                Larry
                Hannappel, 

               CEO
                and Secretary

            
	 	
               

              AGENT
                BANK:

               

              WELLS
                FARGO BANK,

              National
                Association

               

               

              By________________________

               

              Name_____________________
                

               

              Title_______________________

            


    

    
 

    7

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      LEGAL
        DESCRIPTION

      


      


      All
        that
        certain real property situate in the County of Gilpin, State of Colorado
        described as follows:

      


      Lot
        1 and
        Lot 2,

      Golden
        Rose-Tollgate Casino Final Plat,

      As
        shown
        on the Plat recorded November 15, 2005, at Reception No. 128127,

      City
        of
        Central,

      County
        of
        Gilpin,

      State
        of
        Colorado

    

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    FINANCIAL
      REQUIREMENT ANALYSIS

    


    BORROWER:
      CC Tollgate LLC       
      Loan
      #  

    CASINO
      CONTRACTOR: Sprung Construction, Inc.

    GARAGE
      CONTRACTOR: CFC Construction

    


    
      	 	 	 	
              (A)
                TOTAL COSTS

              (b
                + c - d)

            	
              (B)
                COSTS PAID BY BORROWER

            	
              (C)
                COSTS TO BE PAID BY BORROWER

            	
              (D)
                DISBURSEMENT BUDGET (a - b - c)

            
	 	
              1  

            	
              LAND
                COSTS

            	 	 	 	 
	
              *

            	 	
              Construction
                Cost of Improvements ($____ sq. ft.)

            	 	 	 	 
	
              *

            	 	
              Tenant
                Improvement Costs

              ($____
                sq. ft.)

            	 	 	 	 
	
              *

            	 	
              Site
                Work Costs

              ($____
                sq. ft.)

            	 	 	 	 
	
              *

            	 	
              Offsite
                Costs

              ($____
                sq. ft.)

            	 	 	 	 
	 	 	
              Architect
                & Engineering

            	 	 	 	 
	 	 	
              Government
                Fees (permits, bonds, etc.)

            	 	 	 	 
	 	 	
              Construction
                costs not in Contract

            	 	 	 	 
	 	 	
              Contingency

              (___%
                of #s 2 thru 5)

            	 	 	 	 
	 	 	
              Other:

            	 	 	 	 
	 	
              a.
                FF&E

            	 	 	 	 
	 	
              b.
                

            	 	 	 	 
	 	
              c.

            	 	 	 	 
	 	 	
              TOTAL
                HARD COSTS

              (Lines
                2 thru 10)

            	 	 	 	 
	 	 	
              Interest
                during Loan

            	 	 	 	 
	 	 	
              Taxes
                during Loan

            	 	 	 	 
	 	 	
              Insurance
                during Loan

            	 	 	 	 
	 	 	
              Construction
                Loan Fee

            	 	 	 	 
	 	 	
              Permanent
                Loan Fee

            	 	 	 	 
	 	 	
              Title,
                Recording & Escrow Expenses

            	 	 	 	 
	 	 	
              Legal
                Fees/Bonding

            	 	 	 	 
	 	 	
              Promotion
                & Advertising

            	 	 	 	 
	 	 	
              Commission
                Expense

            	 	 	 	 
	 	 	
              Organization
                Expenses (Developer Overhead)

            	 	 	 	 
	 	 	
              Contingency
                (Soft Costs)

            	 	 	 	 
	 	 	
              Other:

            	 	 	 	 
	 	
              a.
                Appraisal & Review

            	 	 	 	 
	 	
              b.
                Costing and Inspections

            	 	 	 	 
	 	
              c.
                Environmental & Review

            	 	 	 	 
	 	 	
              Total
                Soft Costs

              (Lines
                12 thru 23)

            	 	 	 	 
	 	 	
              CUMULATIVE
                TOTALS

              (Lines
                1, 11 & 24)

            	 	 	 	 


    

    


    Footnotes:

     

     

    EXHIBIT
      M

    TO
      CREDIT AGREEMENT

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    LENDER’S
      DISBURSEMENT BUDGET

    


    
      	
              DEVELOPER:
                CC Tollgate LLC

              CASINO
                CONTRACTOR: Sprung Construction, Inc.

              GARAGE
                CONTRACTOR: CFC Construction

            	
              PROJECT:
                Casino and Parking Garage

              AGENT
                FOR LENDERS: Wells Fargo Bank

            	
              REQUEST
                #:     

              DATE:
                    

            


    

    


    
      	
              ITEM
                #

            	
              CLASSIFICATION

            	
              ORIGINAL
                ESTIMATE

            	
              PREVIOUSLY
                APPROVED CHANGES

            	
              PROPOSED
                CHANGES

            	
              ADJUSTED
                CONTRACT

            	
              PERCENT
                COMPLETE

            	
              COMPLETION
                TO DATE

            	
              PREVIOUS
                PAYMENTS

            	
              THIS
                REQUEST

            	
              CONTRACT
                BALANCE

            	
              RETENTION

            
	
              1  

            	 	 	 	 	 	 	 	 	 	 	 
	
              2  

            	 	 	 	 	 	 	 	 	 	 	 
	
              3  

            	 	 	 	 	 	 	 	 	 	 	 
	
              4  

            	 	 	 	 	 	 	 	 	 	 	 
	
              5  

            	 	 	 	 	 	 	 	 	 	 	 
	
              6  

            	 	 	 	 	 	 	 	 	 	 	 
	
              7  

            	 	 	 	 	 	 	 	 	 	 	 
	
              8  

            	 	 	 	 	 	 	 	 	 	 	 
	
              9  

            	 	 	 	 	 	 	 	 	 	 	 
	
              10  

            	 	 	 	 	 	 	 	 	 	 	 
	
              11  

            	 	 	 	 	 	 	 	 	 	 	 
	
              12  

            	 	 	 	 	 	 	 	 	 	 	 
	
              13  

            	 	 	 	 	 	 	 	 	 	 	 
	
              14  

            	 	 	 	 	 	 	 	 	 	 	 
	
              15  

            	 	 	 	 	 	 	 	 	 	 	 
	
              16  

            	 	 	 	 	 	 	 	 	 	 	 
	
              17  

            	 	 	 	 	 	 	 	 	 	 	 
	
              18  

            	 	 	 	 	 	 	 	 	 	 	 
	
              19  

            	 	 	 	 	 	 	 	 	 	 	 
	
              20  

            	 	 	 	 	 	 	 	 	 	 	 
	
              21  

            	 	 	 	 	 	 	 	 	 	 	 
	
              22  

            	 	 	 	 	 	 	 	 	 	 	 
	
              23  

            	 	 	 	 	 	 	 	 	 	 	 
	
              24  

            	 	 	 	 	 	 	 	 	 	 	 
	 	
              CUMULATIVE
                TOTAL COSTS

            	 	 	 	 	 	 	 	 	 


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    COMPLETION
      GUARANTY

    


    


    THIS
      COMPLETION GUARANTY (this "Completion Guaranty") dated as of November 18, 2005,
      is executed and delivered by CENTURY CASINOS, INC., a Delaware corporation
      (hereinafter referred to as the "Completion Guarantor"), in favor of WELLS
      FARGO
      BANK, National Association, as administrative and collateral agent for those
      commercial lending institutions party to the hereinafter-described Credit
      Agreement.

    


    R_E_C_I_T_A_L_S:

    


    WHEREAS:

     

    A.  Reference
      is made to that certain Credit Agreement, dated as of November 18, 2005 (as
      amended, supplemented or otherwise modified from time to time, the "Credit
      Agreement"), by and among CC Tollgate LLC, a Delaware limited liability company
      (the "Borrower"), the Lenders therein named (herein together with their
      respective successors and assigns collectively the "Lenders"), Wells
      Fargo Bank, National Association, as the issuer of Letters of Credit (herein,
      in
      such capacity, called the "L/C Issuer")
      and
      Wells Fargo Bank, National Association, as administrative and collateral agent
      for the Lenders and L/C Issuer (herein, in such capacity, called the "Agent
      Bank" and, together with the Lenders and L/C Issuer, collectively referred
      to as
      the "Banks").

     

    B.  For
      the
      purpose of this Completion Guaranty, all capitalized terms not otherwise
      specifically defined herein shall have the same meaning given them in
      Section 1.01 of the Credit Agreement as though fully restated
      verbatim.

     

    C.  Under
      the
      terms of the Credit Agreement, a portion of the proceeds of the Credit Facility
      are to be used for the purpose of financing a portion of the costs of
      constructing the Construction Projects in accordance with the Construction
      Budgets and the Plans and Specifications.

     

    D.  Under
      the
      terms of the Credit Agreement, the Borrower is required to cause the Completion
      Date of the Construction Projects to occur no later than the Construction
      Completion Deadline.

     

    E.  As
      a
      condition precedent to the Lenders establishing the Bank Facilities, Lenders
      have required that the Agent Bank, on behalf of the Lenders, shall have received
      from the Completion Guarantor a completion guarantee in form and substance
      satisfactory to the Agent Bank.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    NOW,
      THEREFORE, IN CONSIDERATION OF THE BANK FACILITIES ESTABLISHED IN FAVOR OF
      BORROWER PURSUANT TO THE CREDIT AGREEMENT AND WITH THE KNOWLEDGE THAT THE
      LENDERS WOULD NOT MAKE OR COMMIT TO MAKE OR ESTABLISH THE BANK FACILITIES FOR
      THE BENEFIT OF BORROWER BUT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS
      OF
      THE COMPLETION GUARANTOR HEREUNDER, UPON WHICH THE COMPLETION GUARANTOR
      ACKNOWLEDGES THAT THE AGENT BANK AND THE LENDERS ARE RELYING IN ENTERING INTO
      THE CREDIT AGREEMENT AND ESTABLISHING THE BANK FACILITIES, THE COMPLETION
      GUARANTOR HEREBY REPRESENTS, WARRANTS AND COVENANT AS FOLLOWS:

     

    1.  Guarantied
      Obligations.
      The
      Completion Guarantor unconditionally and irrevocably guarantees to the Lenders
      and the Agent Bank (collectively the "Guarantied Obligations"):

     

    a.  to
      complete or cause completion of construction of each of the Construction
      Projects pursuant to and substantially in accordance and compliance with the
      applicable Plans and Specifications, including all off-site work (if any),
      in a
      timely manner and otherwise in the manner provided in the Credit Agreement
      free
      of any and all Liens other than the Permitted Encumbrances, in accordance with
      all applicable zoning, building, environmental, land use and other laws,
      statutes, ordinances, regulations and rules of all Governmental Authorities,
      including, without limitation, the following:

     

    (i)  to
      perform, complete and pay for (or cause to be performed, completed and paid
      for), in full when due, the construction of each such Construction Project
      and
      all other costs and expenses associated therewith;

     

    (ii)  If
      the
      Agent Bank or the Lenders exercise their rights under the Credit Agreement
      and
      the Deed of Trust to take possession of the Construction Projects and complete
      the construction thereof, promptly to reimburse the Agent Bank and the Lenders
      for all costs and expenses incurred by them in so taking possession of the
      Construction Projects and completing construction or causing completion of
      construction of the Construction Projects to occur;

     

    (iii)  If
      any
      mechanics' or materialmen's liens should be filed, or should attach, with
      respect to the Construction Projects by reason of the construction thereof,
      to
      cause the removal of such liens in the manner provided in the Credit
      Agreement;

     

    2

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iv)  The
      payment of all costs and expenses, including attorneys' fees and disbursements,
      incurred in enforcing this Completion Guaranty,

     

    b.  that
      the
      Completion Date of the Construction Projects shall occur on or before the
      Construction Completion Deadline; and

     

    c.  to
      not
      permit any change in any applicable Plans and Specifications to be made or
      any
      change order to become effective without the prior approval of the Agent Bank,
      except as expressly permitted under the Credit Agreement.

     

    2.  Indemnification
      of Banks.
      Completion Guarantor shall and does hereby indemnify, defend and hold free
      and
      harmless each of the Agent Bank and the Lenders (each, an "Indemnified Party")
      from and against any and all losses, costs, claims, damages, liabilities and
      expenses, including court costs and reasonable attorneys' fees, which any
      Indemnified Party may sustain by reason of the Completion Guarantor's failure
      to
      cause prompt and complete performance of the Guarantied Obligations, and shall
      pay (or reimburse each Indemnified Party for) any and all costs and expenses
      incurred in causing the Completion Date so to occur, or, if the Completion
      Date
      cannot then occur, to cause it to occur as soon as possible thereafter. The
      Agent Bank or any other Indemnified Party will notify the Completion Guarantor
      of any legal proceeding brought against an Indemnified Party for which any
      Indemnified Party will seek indemnification and the Completion Guarantor shall
      have the right to seek to intervene in any such proceedings. Upon the occurrence
      of an Event of Default under the Credit Agreement, each of the Agent Bank and
      the Lenders may (but without any obligation to do so, and either before,
      following or during the institution of any foreclosure or other proceedings
      with
      respect to the Real Property) exercise any and all remedies described in the
      Credit Agreement, provided at law or otherwise available to them, without in
      any
      way affecting any of their rights hereunder.

     

    3.  Waivers.
      Completion Guarantor hereby waives, for the benefit of Lenders and Agent
      Bank:

     

    a.  any
      right
      to require Agent Bank or Lenders, as a condition of payment or performance
      by
      Completion Guarantor, to (i) proceed against the Borrower, any other
      guarantor of the Bank Facilities or any other Person, (ii) proceed against
      or exhaust any security held from the Borrower, any other guarantor of the
      Bank
      Facilities or any other Person, (iii) proceed against or have resort to any
      balance of any deposit account or credit on the books of Agent Bank or any
      Lenders in favor of the Borrower or any other Person, or (iv) pursue any
      other remedy in the power of Agent Bank or any Lender whatsoever;

     

    3

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    b.  any
      defense arising by reason of the incapacity, lack of authority or any disability
      or other defense of the Borrower, including, without limitation, any defense
      based on or arising out of the lack of validity or the unenforceability of
      the
      Bank Facilities, the General Contractor Agreements or any agreement or
      instrument relating to the Bank Facilities or by reason of the cessation of
      the
      liability of the Borrower from any cause other than prompt and complete
      performance of the Guarantied Obligations;

     

    c.  any
      defense based upon any statute or rule of law that provides that the obligation
      of a surety must be neither larger in amount nor in other respects more
      burdensome than that of the principal;

     

    d.  any
      defense based upon Agent Bank's or any Lender's errors or omissions in the
      administration of the Bank Facilities, except for behavior which amounts to
      gross negligence or willful misconduct;

     

    e.  (i)any
      principles or provisions of law, statutory or otherwise, that are or might
      be in
      conflict with the terms of this Completion Guaranty and any legal or equitable
      discharge of Completion Guarantor's obligations hereunder, (ii) the benefit
      of
      any statute of limitations affecting Completion Guarantor's liability hereunder
      or the enforcement hereof, (iii) any rights to set-offs, recoupments and
      counterclaims, and (iv) promptness, diligence and any requirement that
      Agent Bank or any Lender protect, secure, perfect or insure any security
      interest or lien or any property subject thereto;

     

    f.  notices,
      demands, presentments, protests, notices of protest, notices of dishonor and
      notices of any action or inaction, including acceptance of this Completion
      Guaranty, notices of default under the Credit Agreement or any agreement or
      instrument related thereto, notices of any renewal, extension or modification
      of
      the Bank Facilities or any agreement related thereto, notice of any Construction
      Disbursement or any Construction Disbursement Request received by Agent Bank,
      any other extensions of credit to Borrower and any right to consent to any
      thereof; and

     

    g.  any
      defenses or benefits that may be derived from or afforded by law that limit
      the
      liability of or exonerate guarantors or sureties, or that may conflict with
      the
      terms of this Completion Guaranty, including without limitation the provisions
      of Nevada Revised Statutes Sections 40.430-40.459, 40.475 and 40.485 and any
      successor provisions.

     

    4.  Absolute
      Liability.
      Completion Guarantor's liability hereunder shall be in no way affected,
      diminished or released by (a) acceptance by the Agent Bank or the Lenders of
      security or additional security for the performance by the Borrower of its
      obligations under the Credit Agreement or the Loan Documents or any increase,
      substitution or change therein, (b) the release by the Agent Bank or the
      Lenders of any such security or any withdrawal thereof or decrease therein,
      or
      (c) the exercise by the 

     

                                                                                                                          
      4

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
Agent
        Bank or the Lenders of any or all of the remedies described in the Credit
        Agreement or otherwise available to them.

    

     

    5.  No
      Election.
      The
      Agent Bank and the Lenders shall have the right, at their option, either before,
      during or after commencing foreclosure proceedings (whether judicial or through
      a power of sale contained in the Deed of Trust) and before, during and after
      pursuing any right or remedy against the Borrower or any other guarantor, to
      perform all of the obligations of the Borrower and/or any other guarantor by
      or
      through any agent, contractor or subcontractor of its or their selection, all
      as
      they in their sole determination deem proper, and the Completion Guarantor
      shall
      indemnify, defend and hold the Agent Bank and the Lenders free and harmless
      against any and all loss, damage, cost, expense, injury or liability that any
      of
      them may suffer or incur in connection with the exercise of their rights under
      this Completion Guaranty and the completion of construction of the Construction
      Projects. Furthermore, neither the Agent Bank nor any of the Lenders shall
      have
      any obligation to protect or insure any Collateral for the Bank Facilities,
      nor
      shall any of them have any obligation to perfect its or their security interest
      in any Collateral for the Bank Facilities.

     

    6.  Direct
      Proceeding.
      Completion Guarantor hereby waives any right or claim of right to cause the
      Agent Bank or the Lenders to proceed against any of the security or Collateral
      held by any of them before proceeding against the Completion Guarantor and
      the
      Completion Guarantor hereby waives any and all legal requirements that the
      Banks
      shall institute any action or proceeding at law or in equity against the
      Completion Guarantor, or anyone else, with respect to the Credit Agreement
      or
      any of the other documents identified therein or delivered in connection
      therewith or the transactions described therein, or with respect to any other
      security held by the Agent Bank or the Lenders, as a condition precedent to
      bringing any action against the Completion Guarantor upon this Completion
      Guaranty.

     

    7.  Remedies.
      Completion Guarantor hereby agrees that in the event of the failure to complete
      construction of the Construction Projects as provided in the Credit Agreement
      and Paragraph 1 hereof, the Agent Bank shall be immediately entitled to
      enforce the obligations of the Completion Guarantor hereunder after written
      notice to Completion Guarantor of such failure. Upon the failure of the
      Completion Guarantor, to comply with the covenants and agreements under this
      Completion Guaranty, including, but not limited to its covenants to perform
      and
      complete the Guarantied Obligations, the Agent Bank may, without waiving or
      releasing the Completion Guarantor from its obligations hereunder, and without
      prejudice to any other right or remedy of the Agent Bank or the Lenders
      hereunder, whether or not expressly set forth herein, perform such covenants
      or
      agreements in respect of which there shall be a default hereunder and in that
      regard the Agent Bank may pay such money as it may deem appropriate. All such
      monies paid by the Agent Bank as aforesaid, together with interest thereon
      at
      the Default Rates provided for under the Credit Agreement, shall be due and
      payable by the 

     

                                                                                                                       
      5

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
Completion
        Guarantor to the appropriate party on demand. Without limiting the generality
        of
        the foregoing, during the course of any construction of the Construction
        Projects undertaken by the Agent Bank or any other party on behalf of Agent
        Bank, the Completion Guarantor shall pay on demand all amounts due to
        contractors, subcontractors and material suppliers for the Construction Projects
        and for permits and licenses necessary in connection with the Construction
        Projects. The Completion Guarantor's obligations, in connection with such
        work
        shall not be affected by any errors or omissions of the Borrower's general
        contractor, engineer or architect, the Lenders' Consultant or any subcontractor
        or agent or employee of any of the foregoing in the design, supervision and
        performance of any of the work comprising the construction of the Construction
        Projects; it being understood and agreed that such risk is assumed by the
        Completion Guarantor.

    

     

    8.  Amendments.
      No
      delay on the part of the Agent Bank or the Lenders in exercising any of their
      rights, powers, or privileges or partial or single exercise thereof under the
      Credit Agreement or any of the other documents identified therein or delivered
      in connection therewith or the transactions described therein shall operate
      as a
      waiver of any privileges, powers or rights hereunder, and no modifications
      or
      amendments of this Completion Guaranty shall be deemed to be made by the Agent
      Bank or the Lenders unless the same shall be in writing, duly signed by the
      Agent Bank, and each such waiver, if any, shall apply only with respect to
      the
      specified instance involved, and shall in no way impair the rights of the Agent
      Bank or the Lenders or the obligations of the Completion Guarantor to such
      parties in any other respect at any other time.

     

    9.  Subordination.
      Until
      the Bank Facilities shall have been paid in full and completely performed by
      Borrower or otherwise and the Banks obligation to advance funds thereunder
      indefeasibly terminated and Bank Facilities Termination shall have occurred,
      Completion Guarantor shall withhold exercise of:

     

    a.  any
      claim, right or remedy, direct or indirect, that Completion Guarantor now has
      or
      may hereafter have against Borrower or any of its assets in connection with
      this
      Completion Guaranty or the performance by Completion Guarantor of its
      obligations hereunder, in each case whether such claim, right or remedy arises
      in equity, under contract, by statute, including without limitation under Nevada
      Revised Statutes Section 40.475 or 40.485, under common law or otherwise
      and including without limitation (i) any right of subrogation, reimbursement
      or
      indemnification that Completion Guarantor now has or may hereafter have against
      Borrower, (ii) any right to enforce, or to participate in, any claim, right
      or
      remedy that Agent Bank or any Lender now has or may hereafter have against
      Borrower, and (iii) any benefit of, and any right to participate in, any
      Collateral or security now or hereafter held by Agent Bank or any Lender,
      and

     

    6

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    b.  any
      right
      of contribution Completion Guarantor may have against any other guarantor of
      the
      Bank Facilities.

     

    Completion
      Guarantor further agrees that, to the extent the agreement to withhold the
      exercise of its rights of subrogation, reimbursement, indemnification and
      contribution as set forth herein is found by a court of competent jurisdiction
      to be void or voidable for any reason, any rights of subrogation, reimbursement
      or indemnification Completion Guarantor may have against Borrower or against
      any
      Collateral or security, and any rights of contribution Completion Guarantor
      may
      have against any such other guarantor, shall be junior and subordinate to any
      rights Agent Bank or Lenders may have against Borrower, to all right, title
      and
      interest Agent Bank or Lenders may have in any such Collateral or security,
      and
      to any right Agent Bank or Lenders may have against such other
      guarantor.

     

    10.  Payments;
      Application.
      All
      payments to be made hereunder by Completion Guarantor shall be made in lawful
      money of the United States of America at the time of payment, shall be made
      in
      immediately available funds, and shall be made without deduction (whether for
      taxes or otherwise) or offset. All payments made by Completion Guarantor
      hereunder shall be applied as follows: first, to all reasonable costs and
      expenses (including attorneys' fees) incurred by Agent Bank and the Lenders
      in
      enforcing this Completion Guaranty or in collecting the Guarantied Obligations;
      second, to all accrued and unpaid interest, premium, if any, and fees owing
      to
      Agent Bank and the Lenders constituting Guarantied Obligations; and third,
      to
      the balance of the Guarantied Obligations.

     

    11.  Costs
      and Expenses.
      Completion Guarantor agrees to pay Banks' reasonable out-of-pocket costs and
      expenses, including, but not limited to, legal fees and disbursements, incurred
      in any effort (which shall include those incurred in investigations of and
      advising on matters relating to the Banks' rights and remedies) to collect
      or
      enforce any of sums owing under this Completion Guaranty whether or not any
      lawsuit is filed. Until paid to the Agent Bank and the Lenders such sums will
      bear interest at the Default Rate set forth in the Credit
      Agreement.

     

    12.  Costs
      to Prevailing Party.
      If any
      action or proceeding is brought by any party against any other party under
      this
      Completion Guaranty, the prevailing party shall be entitled to recover such
      costs and attorney's fees as the court in such action or proceeding may adjudge
      reasonable.

     

    13.  Completion
      Notice.
      Upon
      Completion Guarantor's written request and Agent Bank's confirmation that the
      Completion Date has occurred and all costs of constructing the Construction
      Projects have been fully paid, Agent Bank shall provide Completion Guarantor,
      at
      Completion Guarantor's expense, with written confirmation of the completion
      of
      the Construction Projects and upon such written confirmation

     

     

                                                                                                                              
      7

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
 Completion
        Guarantor shall be deemed released from its obligations under this Completion
        Guaranty.

    

     

    14.  Notices.
      Unless
      otherwise specifically provided herein, any notice or other communication herein
      required or permitted to be given shall be in writing and may be personally
      served, sent by telefacsimile, telexed, or sent by courier service or United
      States mail and shall be deemed to have been given when delivered in person
      or
      by courier service, upon receipt of a telefacsimile or telex or five (5) Banking
      Business Days after deposit in the United States mail (registered or certified,
      with postage prepaid and properly addressed). For the purposes hereof, the
      addresses of the parties hereto (until notice of a change thereof is delivered
      as provided in this Section 13) shall be as set forth below, or, as to each
      party, at such other address as may be designated by such party in a written
      notice to all of the other parties:

     

    If
      to
      Completion Guarantor: 1263
      Lake
      Plaza Drive

    Colorado
      Springs, CO 80906 

    Attn:
      Larry Hannappel, Sr.V.P.

    


    With
      a
      copy to:   Doug
      Wright, Esq.

    Faegre
      & Benson, LLP

    1700
      Lincoln Street, Suite 3200

    Denver,
      CO 80203

    


    If
      to
      Lenders

    c/o
      Agent
      Bank:  Wells
      Fargo Bank,

    National
      Association

    Commercial
      Banking Division

    5340
      Kietzke Lane, Suite 201

    Reno,
      NV
      89511

    Attn:
      Ryan Edde, V.P.

    


    With
      a
      copy to:   Timothy
      J. Henderson, Esq.

    Henderson
      & Morgan, LLC

    4600
      Kietzke Lane, Suite K228

    Reno,
      NV
      89502

     

    15.  Cumulative
      Remedies.
      No
      remedy under this Completion Guaranty, under the Credit Agreement, the C/T
      Note,
      the Revolving Credit Note or any Loan Document is intended to be exclusive
      of
      any other remedy, but each and every remedy shall be cumulative and in addition
      to any and every other remedy given under this Completion Guaranty, under the
      Credit Agreement, the C/T Note, the Revolving Credit Note, the Continuing
      Guaranty, or any other Loan Document, and those provided by law. No delay or
      omission by Banks to exercise any right under this Completion 

     

                                                                                                                         
      8

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
Guaranty
        shall impair any such right nor be construed to be a waiver thereof. No failure
        on the part of Banks to exercise, and no delay in exercising, any right under
        this Completion Guaranty shall operate as a waiver thereof; nor shall any
        single
        or partial exercise of any right under this Completion Guaranty preclude
        any
        other or further exercise thereof or the exercise of any other
        right.

    

     

    16.  Severability
      of Provisions.
      Any
      provision of this Completion Guaranty which is prohibited or unenforceable
      under
      applicable law, shall be ineffective to the extent of such prohibition or
      unenforceability without invalidating the remaining provisions
      hereof.

     

    17.  Entire
      Agreement; Amendments.
      This
      Completion Guaranty, together with the Credit Agreement and the Loan Documents,
      constitutes the entire agreement between Completion Guarantor and Banks
      pertaining to the subject matter contained herein. This Completion Guaranty
      may
      not be altered, amended, or modified, nor may any provisions hereof be waived
      or
      noncompliance therewith consented to, except by means of a writing executed
      by
      Completion Guarantor and Banks. Any such alteration, amendment, modification,
      waiver, or consent shall be effective only to the extent specified therein
      and
      for the specific purpose for which given. No course of dealing and no delay
      or
      waiver of any right or default under this Completion Guaranty shall be deemed
      a
      waiver of any other, similar or dissimilar, right or default or otherwise
      prejudice the rights and remedies hereunder.

     

    18.  Successors
      and Assigns.
      This
      Completion Guaranty shall be binding upon Completion Guarantor and its
      successors and assigns and shall inure to the benefit of the successors and
      assigns of Banks; provided,
      however,
      Completion Guarantor shall not assign this Completion Guaranty or delegate
      any
      of its duties hereunder without Banks' prior written consent and any unconsented
      to assignment shall be absolutely void. In the event of any assignment or other
      transfer of rights by Banks, the rights and benefits herein conferred upon
      Banks
      shall automatically extend to and be vested in such assignee or other
      transferee.

     

    19.  Choice
      of Law and Venue; Service of Process.
      THE
      VALIDITY OF THIS COMPLETION GUARANTY, ITS CONSTRUCTION, INTERPRETATION, AND
      ENFORCEMENT, AND THE RIGHTS OF COMPLETION GUARANTOR AND BANKS, SHALL BE
      DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
      LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
      ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPLETION GUARANTOR WITH RESPECT
      TO
      THIS COMPLETION GUARANTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
      COMPETENT JURISDICTION IN THE STATE OF NEVADA, AND BY EXECUTION AND DELIVERY
      OF
      THIS COMPLETION GUARANTY, COMPLETION GUARANTOR ACCEPTS, FOR ITSELF AND IN
      CONNECTION WITH 

     

                                                                                                                          
      9

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
ITS
        ASSETS, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE
        AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL JUDGMENT
        RENDERED THEREBY IN CONNECTION WITH THIS COMPLETION GUARANTY FROM WHICH NO
        APPEAL HAS BEEN TAKEN OR IS AVAILABLE.

    

     

    20.  Arbitration.
      

     

    a.  Upon
      the
      request of any party, whether made before or after the institution of any legal
      proceeding, any action, dispute, claim or controversy of any kind (e.g., whether
      in contract or in tort, statutory or common law, legal or equitable) ("Dispute")
      now existing or hereafter arising between the parties in any way arising out
      of,
      pertaining to or in connection with the Credit Agreement, Loan Documents or
      any
      related agreements, documents, or instruments (collectively the "Documents"),
      may, by summary proceedings (e.g., a plea in abatement or motion to stay further
      proceedings), bring an action in court to compel arbitration of any
      Dispute.

     

    b.  All
      Disputes between the parties shall be resolved by binding arbitration governed
      by the Commercial Arbitration Rules of the American Arbitration Association.
      Judgment upon the award rendered by the arbitrators may be entered in any court
      having jurisdiction.

     

    c.  No
      provision of, nor the exercise of any rights under this arbitration clause
      shall
      limit the rights of any party, and the parties shall have the right during
      any
      Dispute, to seek, use and employ ancillary or preliminary remedies, judicial
      or
      otherwise, for the purposes of realizing upon, preserving, protecting or
      foreclosing upon any property, real or personal, which is involved in a Dispute,
      or which is subject to, or described in, the Documents, including, without
      limitation, rights and remedies relating to: (i) foreclosing against any
      real or personal property collateral or other security by the exercise of a
      power of sale under the Security Documentation or other security agreement
      or
      instrument, or applicable law, (ii) exercising self-help remedies (including
      setoff rights) or (iii) obtaining provisional or ancillary remedies such as
      injunctive relief, sequestration, attachment, garnishment or the appointment
      of
      a receiver from a court having jurisdiction before, during or after the pendency
      of any arbitration. The institution and maintenance of an action for judicial
      relief or pursuit of provisional or ancillary remedies or exercise of self-help
      remedies shall not constitute a waiver of the right of any party, including
      the
      plaintiff, to submit the Dispute to arbitration nor render inapplicable the
      compulsory arbitration provision hereof.

     

    21.  Waiver
      of Jury Trial.
      TO THE
      MAXIMUM EXTENT PERMITTED BY LAW, COMPLETION GUARANTOR AND EACH OF THE BANKS
      EACH
      MUTUALLY HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY ACTION, CAUSE
      OF ACTION, CLAIM, DEMAND, OR PROCEEDING ARISING 

     

                                                                                                                   
      10

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
UNDER
        OR
        WITH RESPECT TO THIS COMPLETION GUARANTY, OR IN ANY WAY CONNECTED WITH, RELATED
        TO, OR INCIDENTAL TO THE DEALINGS OF COMPLETION GUARANTOR AND BANKS WITH
        RESPECT
        TO THIS COMPLETION GUARANTY, OR THE TRANSACTIONS RELATED HERETO, IN EACH
        CASE
        WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING
        IN CONTRACT, TORT, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW,
        COMPLETION GUARANTOR AND EACH OF THE BANKS EACH MUTUALLY HEREBY AGREE THAT
        ANY
        SUCH ACTION, CAUSE OF ACTION, CLAIM, DEMAND, OR PROCEEDINGS SHALL BE DECIDED
        BY
        A COURT TRIAL WITHOUT A JURY AND THAT THE DEFENDING PARTY MAY FILE AN ORIGINAL
        COUNTERPART OF THIS SECTION WITH ANY COURT OR OTHER TRIBUNAL AS WRITTEN EVIDENCE
        OF THE CONSENT OF THE COMPLAINING PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL
        BY
        JURY.

    

     

    22.  Counterparts.
      To
      facilitate execution, this Completion Guaranty may be executed in as many
      counterparts as may be convenient or required. It shall not be necessary that
      the signature of, or on behalf of, each party, or that the signature of all
      persons required to bind any party, appear on each counterpart. All counterparts
      shall collectively constitute a single instrument. It shall not be necessary
      in
      making proof of this Completion Guaranty to produce or account for more than
      a
      single counterpart containing the respective signatures of, or on behalf of,
      each of the parties hereto. Any signature page to any counterpart may be
      detached from such counterpart without impairing the legal effect of the
      signatures thereon and thereafter attached to another counterpart identical
      thereto except having attached to it additional signature pages.

     

    IN
      WITNESS WHEREOF, the undersigned have executed and delivered this Completion
      Guaranty as of the day and year first written above.

    


    
      	 	
              CENTURY
                CASINOS, INC.,

              a
                Delaware corporation

               

              By /s/
                Larry Hannappel     

              Larry
                Hannappel,

              Senior
                Vice President

               

            


    

     

                                                                                                              
      

    11


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    STATE
      OF       )

                             
       )
      ss.

    COUNTY
      OF
  )

    


    This
      instrument was acknowledged before me on November ____, 2005, by LARRY
      HANNAPPEL as Senior Vice President of CENTURY CASINOS, INC.

    


    


    


    
      	 	
              __________________________

              Notary
                Public

            


    

    
 

     

     

     

    12

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PLEDGE
      AND ASSIGNMENT OF

    SAVINGS
      ACCOUNT AGREEMENT

    


    


    THIS
      PLEDGE AND ASSIGNMENT OF SAVINGS ACCOUNT AGREEMENT ("Pledge Agreement") is
      made
      and entered into as of this 18th
      day of
      November, 2005, by and among CC TOLLGATE LLC, a Delaware limited liability
      company, Debtor and Assignor, hereinafter referred to as "Borrower", party
      of
      the first part, and WELLS FARGO BANK, National Association, hereinafter referred
      to as "L/C Issuer" party of the second part.

    


    R_E_C_I_T_A_L_S:

    


    WHEREAS:

     

    A.  In
      this
      Pledge Agreement all capitalized words and terms not otherwise specifically
      herein defined shall have the respective meanings and be construed herein as
      provided in or incorporated into Section 1.01 entitled "Definitions" of the
      Credit Agreement (as may be amended, supplemented or otherwise modified from
      time to time, the "Credit Agreement"), dated concurrently herewith by and among
      Borrower, L/C Issuer and the Banks therein described, and any reference to
      a
      provision of the Credit Agreement shall be deemed to incorporate that provision
      as a part hereof in the same manner and with the same effect as if the same
      were
      fully set forth herein.

     

    B.  Pursuant
      to the Credit Agreement, L/C Issuer has agreed, subject to the terms and
      conditions specified therein, to issue Letters of Credit on behalf of Borrower
      up to the maximum aggregate Stated Amount of One Million Dollars ($1,000,000.00)
      at any time outstanding. As security for the prompt payment of each and every
      L/C Reimbursement Obligation arising after the occurrence of an Event of
      Default, L/C Issuer may establish a restricted depository savings account for
      the account of Borrower (the "Cash Collateral Account"). It is a condition
      of
      the Credit Agreement and the issuance of Letters of Credit that all Borrowings,
      Cash, securities and other property of Borrower which may hereafter be deposited
      into the Cash Collateral Account be presently and irrevocably pledged and
      assigned to L/C Issuer to be held by L/C Issuer in the manner and for the
      purposes set forth in the Credit Agreement and L/C Agreements.

     

    NOW,
      THEREFORE, in consideration of the Letters of Credit issued and to be issued
      by
      L/C Issuer for the benefit of Borrower, the receipt and sufficiency of which
      consideration is hereby acknowledged, the Borrower hereby pledges and assigns
      to
      L/C Issuer all of its right, title and interest in and to the Cash Collateral
      Account and 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    any
      Borrowings, Cash, securities and other property of Borrower hereafter held
      or
      deposited therein, as follows:

     

    1.  Borrower
      shall and does hereby agree that L/C Issuer shall have the right, on and after
      the occurrence of an Event of Default, to establish and maintain the Cash
      Collateral Account for the purpose set forth herein and in the Credit Agreement.
      The Borrower by these presents does hereby presently and irrevocably grant,
      bargain, sell, assign, transfer and set over unto L/C Issuer, its successors
      and
      assigns, all of Borrower's right, title and interest in and to the Cash
      Collateral Account and any Borrowings, Cash, securities and other property
      of
      Borrower hereafter held or deposited therein on the terms and subject to the
      conditions set forth herein.

     

    2.  In
      addition to all rights of setoff for repayment of any L/C Reimbursement
      Obligation against any Borrowings held in the Cash Collateral Account, monies,
      securities or other property given to L/C Issuer by law, L/C Issuer shall have
      a
      right of setoff for the repayment of any L/C Reimbursement Obligation against
      any Borrowings, monies, securities and other property of Borrower now or
      hereafter held or deposited in the Cash Collateral Account or on deposit with
      L/C Issuer whether held in a general or special account or deposit, or for
      safekeeping or otherwise; and every such right of setoff for the repayment
      of
      any L/C Reimbursement Obligation may be exercised without demand upon or notice
      to Borrower. No right of setoff shall be deemed to have been waived by any
      act
      or conduct on the part of L/C Issuer or by any neglect to exercise such right
      of
      setoff, or by any delay in doing so; and every right of setoff shall continue
      in
      full force and effect until specifically waived or released by an instrument
      in
      writing executed by L/C Issuer.

     

    3.  No
      delay
      or failure by L/C Issuer, Agent Bank or any of the Banks to exercise any right
      or remedy against the Borrower under the Loan Documents shall be construed
      as a
      waiver of such right or remedy. All remedies of L/C Issuer, Agent Bank and
      Banks
      against the Borrower under the Loan Documents are cumulative.

     

    4.  This
      Pledge Agreement may not be amended, changed or terminated except by an
      agreement in writing signed by the party or parties against whom enforcement
      of
      the change is sought. This Pledge Agreement shall be governed by and construed
      in accordance with the laws of the State of Nevada and if any action is taken
      to
      enforce the terms of this Pledge Agreement such action shall be commenced and
      maintained within the State of Nevada.

     

    5.  If
      and to
      the extent that the amounts held from time to time in the Cash Collateral
      Account (including any interest) exceed the Stated Amount of all undrawn Letters
      of Credit and all unpaid L/C Reimbursement Obligations, L/C Issuer shall, on
      or
      before ten (10) days following receipt of written request by Borrower, apply
      such excess in the order of priority set forth in Section 7.03 of the
      Credit Agreement.

     

     

    2

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.  This
      Pledge Agreement may be executed in any number of separate counterparts with
      the
      same effect as if the signatures hereto and hereby were upon the same
      instrument. All such counterparts shall together constitute one and the same
      document.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed the foregoing instrument
      on
      the day and year first above written.

    


    
      	 	
              BORROWER:

               

              CC
                TOLLGATE LLC,

              a
                Delaware limited liability company

               

              By: CENTURY
                CASINOS TOLLGATE, INC., a Delaware corporation,

              its
                Managing Member

               

               

              By
                /s/ Larry Hannappel

                Larry
                Hannappel,

               
CEO
                and Secretary

            
	 	
               

              L/C
                ISSUER:

               

              WELLS
                FARGO BANK,

              National
                Association,

              Agent
                Bank

               

               

              By
                /s/ Ryan Edde

              Ryan
                Edde,

              Vice
                President

            


    

    
 

     

    
       

       

       

    

    
       

      
        3