Exhibit
10.29


EXECUTION
COPY


Published CUSIP Numbers:


Deal: 
[                   ]


Term: 
[                   ]


SECOND
LIEN CREDIT AGREEMENT


Dated as of May
18, 2007


among


CANNERY
CASINO RESORTS, LLC

and

WASHINGTON TROTTING ASSOCIATION, INC.,

as the Borrowers,


BANK OF
AMERICA, N.A.,

as Administrative Agent and Collateral Agent,


MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Syndication Agent


and


The Other Lenders
Party Hereto






MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED and

BANC OF AMERICA SECURITIES LLC

as

Joint Lead Arrangers and Joint Book Running Managers


 
















TABLE OF
CONTENTS


	
  Page

  
	
  ARTICLE I.

  
	
  DEFINITIONS AND
  ACCOUNTING TERMS

  
	
   

  
	
  1.01

  	
  Defined Terms

  	
  1

  
	
  1.02

  	
  Other Interpretive Provisions

  	
  43

  
	
  1.03

  	
  Accounting Terms

  	
  44

  
	
  1.04

  	
  Rounding

  	
  44

  
	
  1.05

  	
  Times of Day

  	
  44

  
	
  1.06

  	
  [Reserved]

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE II.

  
	
  THE COMMITMENTS
  AND CREDIT EXTENSIONS

  
	
   

  
	
  2.01

  	
  Committed Loans

  	
  45

  
	
  2.02

  	
  Borrowings, Conversions and Continuations of
  Committed Loans

  	
  45

  
	
  2.03

  	
  [Reserved]

  	
  46

  
	
  2.04

  	
  [Reserved]

  	
  46

  
	
  2.05

  	
  Prepayments

  	
  46

  
	
  2.06

  	
  [Reserved]

  	
  47

  
	
  2.07

  	
  Repayment of Loans

  	
  47

  
	
  2.08

  	
  Interest

  	
  49

  
	
  2.09

  	
  Fees

  	
  50

  
	
  2.10

  	
  Computation of Interest and Fees

  	
  50

  
	
  2.11

  	
  Evidence of Debt

  	
  50

  
	
  2.12

  	
  Payments Generally; Administrative Agent’s Clawback

  	
  50

  
	
  2.13

  	
  Sharing of Payments by Lenders

  	
  52

  
	
  2.14

  	
  Increase in Commitments

  	
  53

  
	
  2.15

  	
  Joint and Several Liability

  	
  54

  
	
   

  	
   

  	
   

  
	
  ARTICLE III.

  
	
  TAXES, YIELD
  PROTECTION AND ILLEGALITY

  
	
   

  
	
  3.01

  	
  Taxes

  	
  56

  
	
  3.02

  	
  Illegality

  	
  58

  
	
  3.03

  	
  Inability to Determine Rates

  	
  58

  
	
  3.04

  	
  Increased Costs; Reserves on Eurodollar Rate Loans

  	
  58

  
	
  3.05

  	
  Compensation for Losses

  	
  60

  
	
  3.06

  	
  Mitigation Obligations; Replacement of Lenders

  	
  60

  
	
  3.07

  	
  Survival

  	
  61

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV.

  
	
  CONDITIONS
  PRECEDENT TO CREDIT EXTENSIONS

  
	
   

  
	
  4.01

  	
  Conditions of Effectiveness

  	
  61

  
				



 



 i
 









 


	
  4.02

  	
  Conditions to All Credit Extensions

  	
  69

  
	
   

  	
   

  	
   

  
	
  ARTICLE V.

  
	
  REPRESENTATIONS
  AND WARRANTIES

  
	
   

  
	
  5.01

  	
  Existence, Qualification and Power; Compliance with
  Laws

  	
  70

  
	
  5.02

  	
  Authorization; No Contravention

  	
  70

  
	
  5.03

  	
  Governmental Authorization; Other Consents

  	
  71

  
	
  5.04

  	
  Binding Effect

  	
  71

  
	
  5.05

  	
  Financial Statements; No Material Adverse Effect; No
  Internal Control Event

  	
  71

  
	
  5.06

  	
  Litigation

  	
  72

  
	
  5.07

  	
  No Default

  	
  72

  
	
  5.08

  	
  Ownership of Property; Liens

  	
  72

  
	
  5.09

  	
  Environmental Compliance

  	
  73

  
	
  5.10

  	
  Insurance

  	
  74

  
	
  5.11

  	
  Taxes

  	
  74

  
	
  5.12

  	
  ERISA Compliance

  	
  74

  
	
  5.13

  	
  Subsidiaries; Equity Interests

  	
  75

  
	
  5.14

  	
  Margin Regulations; Investment Company Act; Public
  Utility Holding Company Act

  	
  75

  
	
  5.15

  	
  Disclosure

  	
  75

  
	
  5.16

  	
  Compliance with Laws

  	
  75

  
	
  5.17

  	
  Intellectual Property; Licenses, Etc.

  	
  75

  
	
  5.18

  	
  Collateral Documents

  	
  76

  
	
  5.19

  	
  Solvency

  	
  76

  
	
  5.20

  	
  Labor Matters

  	
  76

  
	
  5.21

  	
  Gaming Matters

  	
  76

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI.

  
	
  AFFIRMATIVE
  COVENANTS

  
	
   

  
	
  6.01

  	
  Financial Statements

  	
  77

  
	
  6.02

  	
  Certificates; Other Information

  	
  78

  
	
  6.03

  	
  Notices

  	
  80

  
	
  6.04

  	
  Payment of Obligations

  	
  80

  
	
  6.05

  	
  Preservation of Existence, Etc.

  	
  80

  
	
  6.06

  	
  Maintenance of Properties

  	
  80

  
	
  6.07

  	
  Maintenance of Insurance

  	
  81

  
	
  6.08

  	
  Compliance with Laws

  	
  81

  
	
  6.09

  	
  Books and Records

  	
  81

  
	
  6.10

  	
  Inspection Rights

  	
  81

  
	
  6.11

  	
  Use of Proceeds

  	
  81

  
	
  6.12

  	
  Compliance with Agreements

  	
  82

  
	
  6.13

  	
  Covenant to Guarantee Obligations and Give Security

  	
  82

  
	
  6.14

  	
  Environmental Covenant

  	
  85

  
				



 



 ii
 









 


	
  6.15

  	
  Accuracy of Information

  	
  85

  
	
  6.16

  	
  Further Assurances

  	
  86

  
	
  6.17

  	
  Compliance with Terms of Leaseholds

  	
  86

  
	
  6.18

  	
  [reserved]

  	
  86

  
	
  6.19

  	
  Interest Rate Hedging

  	
  86

  
	
  6.20

  	
  Lien Searches

  	
  86

  
	
  6.21

  	
  Material Contracts

  	
  86

  
	
  6.22

  	
  Gaming Licenses

  	
  87

  
	
  6.23

  	
  Cash Collateral Accounts

  	
  87

  
	
  6.24

  	
  Construction Covenants

  	
  87

  
	
  6.25

  	
  In Balance Covenants

  	
  88

  
	
  6.26

  	
  Designation of Unrestricted Subsidiaries

  	
  88

  
	
  6.27

  	
  Pledge Undertakings

  	
  88

  
	
  6.28

  	
  Additional Post Closing Matters.

  	
  88

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII.

  
	
  NEGATIVE
  COVENANTS

  
	
   

  
	
  7.01

  	
  Asset Sales

  	
  89

  
	
  7.02

  	
  Restricted Payments

  	
  90

  
	
  7.03

  	
  Indebtedness

  	
  91

  
	
  7.04

  	
  Liens

  	
  92

  
	
  7.05

  	
  Restrictions on Subsidiaries

  	
  92

  
	
  7.06

  	
  Merger, Consolidation or Sale of Assets

  	
  93

  
	
  7.07

  	
  Transactions with Affiliates

  	
  95

  
	
  7.08

  	
  Change in Nature of Business

  	
  96

  
	
  7.09

  	
  Management Compensation

  	
  97

  
	
  7.10

  	
  Construction of the Projects

  	
  97

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII.

  
	
  EVENTS OF
  DEFAULT AND REMEDIES

  
	
   

  
	
  8.01

  	
  Events of Default

  	
  99

  
	
  8.02

  	
  Remedies upon Event of Default

  	
  102

  
	
  8.03

  	
  Application of Funds

  	
  102

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX.

  
	
  ADMINISTRATIVE
  AGENT

  
	
   

  
	
  9.01

  	
  Appointment and Authority

  	
  103

  
	
  9.02

  	
  Rights as a Lender

  	
  104

  
	
  9.03

  	
  Exculpatory Provisions

  	
  104

  
	
  9.04

  	
  Reliance by Administrative Agent

  	
  105

  
	
  9.05

  	
  Delegation of Duties

  	
  105

  
	
  9.06

  	
  Resignation of Administrative Agent

  	
  105

  
	
  9.07

  	
  Non-Reliance on Administrative Agent and Other
  Lenders

  	
  106

  
	
  9.08

  	
  No Other Duties, Etc.

  	
  106

  
				



 



 iii
 









 


	
  9.09

  	
  Administrative Agent May File Proofs of Claim

  	
  106

  
	
  9.10

  	
  Collateral and Guaranty Matters

  	
  107

  
	
   

  	
   

  	
   

  
	
  ARTICLE X.

  
	
  MISCELLANEOUS

  
	
   

  
	
  10.01

  	
  Amendments, Etc.

  	
  107

  
	
  10.02

  	
  Notices; Effectiveness; Electronic Communication

  	
  109

  
	
  10.03

  	
  No Waiver; Cumulative Remedies

  	
  111

  
	
  10.04

  	
  Expenses; Indemnity; Damage Waiver

  	
  111

  
	
  10.05

  	
  Payments Set Aside

  	
  113

  
	
  10.06

  	
  Successors and Assigns

  	
  113

  
	
  10.07

  	
  Treatment of Certain Information; Confidentiality

  	
  117

  
	
  10.08

  	
  Right of Setoff

  	
  117

  
	
  10.09

  	
  Interest Rate Limitation

  	
  118

  
	
  10.10

  	
  Counterparts; Integration; Effectiveness

  	
  118

  
	
  10.11

  	
  Survival of Representations and Warranties

  	
  118

  
	
  10.12

  	
  Severability

  	
  119

  
	
  10.13

  	
  Replacement of Lenders

  	
  119

  
	
  10.14

  	
  Governing Law; Jurisdiction; Etc.

  	
  120

  
	
  10.15

  	
  Waiver of Jury Trial

  	
  120

  
	
  10.16

  	
  USA PATRIOT Act Notice

  	
  121

  
	
  10.17

  	
  Cooperation with Gaming Boards

  	
  121

  
	
  10.18

  	
  Removal of a Lender

  	
  121

  
	
   

  	
   

  	
   

  
	
  SIGNATURES

  	
   

  	
  S-1

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.01

  	
  Guarantors

  	
   

  
	
  2.01

  	
  Commitments and Pro Rata Shares

  	
   

  
	
  4.01(a)(iv)

  	
  Mortgaged Properties

  	
   

  
	
  5.01

  	
  Qualifications

  	
   

  
	
  5.03

  	
  Certain Authorizations

  	
   

  
	
  5.06

  	
  Litigation

  	
   

  
	
  5.09

  	
  Environmental Matters

  	
   

  
	
  5.11

  	
  Tax Assessments

  	
   

  
	
  5.12

  	
  Unfunded Pension Liability

  	
   

  
	
  5.13

  	
  Subsidiaries; Other Equity Investments; Equity
  Interests in the Borrower

  	
   

  
	
  5.20

  	
  Labor Matters

  	
   

  
	
  5.21

  	
  Gaming Matters

  	
   

  
	
  6.28(a)

  	
  Post-closing SNDA and Landlord Access Agreements

  	
   

  
	
  6.28(c)

  	
  Post-closing Deposit and Securities Account Control
  Agreements

  	
   

  
	
  7.01

  	
  Existing Liens

  	
   

  
	
  7.03

  	
  Existing Indebtedness

  	
   

  
	
  7.07

  	
  Affiliate Transactions

  	
   

  
					



 



 iv
 









 


	
  10.02

  	
  Administrative Agent’s Office; Certain Addresses for
  Notices

  	
   

  
	
  10.06

  	
  Processing and Recordation Fees

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Form of

  	
   

  
	
   

  	
   

  	
   

  
	
  A

  	
  Assignment and Assumption

  	
   

  
	
  B

  	
  Cash Collateral and Disbursement Agreement

  	
   

  
	
  C

  	
  Committed Loan Notice

  	
   

  
	
  D

  	
  Compliance Certificate

  	
   

  
	
  E

  	
  Subsidiary Guaranty

  	
   

  
	
  F

  	
  Intercreditor Agreement

  	
   

  
	
  H

  	
  Term Note

  	
   

  
	
  I

  	
  Security Agreement

  	
   

  
	
  J

  	
  Mortgage

  	
   

  
	
  K

  	
  Pledge Agreement

  	
   

  
	
  L-1

  	
  Opinion Munger, Tolles & Olson LLP

  	
   

  
	
  L-2

  	
  Opinion of Fox Rothschild LLP

  	
   

  
	
  L-3

  	
  Opinion of Santoro, Driggs, Walch, Kearney, Johnson
  & Thompson

  	
   

  
	
  L-4

  	
  Opinion of Brownstein Hyatt Farber Schreck

  	
   

  
	
  M

  	
  Management Subordination Agreement

  	
   

  
				



 



 v















CREDIT AGREEMENT


This SECOND LIEN CREDIT AGREEMENT (“Agreement”)
is entered into as of May 18, 2007 among CANNERY CASINO RESORTS, LLC, a Nevada
limited liability company (“CCR” or “Borrower”), WASHINGTON
TROTTING ASSOCIATION, INC., a Delaware corporation (“WTA” and,
collectively with CCR, the “Borrowers”), each lender from time to time
party hereto (collectively, the “Lenders” and individually, a “Lender”),
BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent and MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent.  Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Banc of America Securities LLC are the joint lead arrangers
and joint book running managers of the facilities provided under this Agreement.


The Borrowers have requested that the Lenders provide
a term loan facility and the Lenders are willing to do so on the terms and conditions
set forth herein.


In consideration of the mutual covenants and
agreements herein contained, the parties hereto covenant and agree as follows:


ARTICLE
I.

DEFINITIONS AND ACCOUNTING TERMS


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


“Act” has the meaning specified in Section
10.16.


“Administrative Agent” means Bank of America,
N.A. in its capacity as administrative agent under any of the Loan Documents,
or any successor administrative agent.


“Administrative Agent’s Office” means the
Administrative Agent’s address and, as appropriate, account as set forth on Schedule
10.02, or such other address or account as the Administrative Agent may
from time to time specify by notice to the Borrowers and the Lenders.


“Administrative Fee Letter” means the letter
agreement dated May 18, 2007, among the Borrower, the Administrative Agent and
Banc of America Securities LLC.


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


“Adjusted Net Income” means, for any period,
the Consolidated Net Income of CCR and its Restricted Subsidiaries determined
on a consolidated basis in accordance with GAAP less the Tax Amount for such
period; provided, however, that there shall not be included in such Adjusted
Net Income:


(i)            any net income (loss) of any Person
if such Person is not a Restricted Subsidiary, except that (A) CCR’s or a
Restricted Subsidiary’s equity in the net income of any such Person (including,
without limitation, an Unrestricted Subsidiary) for such period shall be
included in such Adjusted Net Income up to the aggregate amount of cash 













actually
distributed by such Person during such period to CCR or a Restricted Subsidiary
as a dividend or other distribution (subject, in the case of a dividend or
other distribution to a Restricted Subsidiary, to the limitations contained in
clause (ii) below); provided, however, that for purposes of
Section 7.02(b)(iii) (A) such aggregate amount of net income distributed as
cash shall be deemed not to be included in Adjusted Net Income, for such
period, to the extent such amount is paid as a dividend or distribution by CCR
or its Restricted Subsidiaries pursuant to clause (13) of the definition of “Permitted
Restricted Payments”; and (B) CCR’s or a Restricted Subsidiary’s equity in the
net loss of any such Person for such period shall be included in determining
such Adjusted Net Income (subject, with respect to the net loss of an
Unrestricted Subsidiary, to clause (v) below);


(ii)           any net income (loss) of any
Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions,
directly or indirectly, on the payment of dividends or the making of
distributions by such Restricted Subsidiary, directly or indirectly, to
Borrower, except that (A) Borrower’s equity in the net income of any such Restricted
Subsidiary for such period shall be included in such Adjusted Net Income up to
the aggregate amount of cash which could have been distributed by such
Restricted Subsidiary during such period to Borrower or another Restricted
Subsidiary as a dividend or other distribution (subject, in the case of a
dividend or other distribution to another Restricted Subsidiary, to the
limitation contained in this clause), so long as at the time of computation
cash would be permitted to be distributed and (B) Borrower’s equity in the net
loss of any such Restricted Subsidiary for such period shall be included in
determining such Adjusted Net Income;


(iii)          any gain or loss, together with any
related provision for taxes on such gain or loss, realized upon the sale or
other disposition of any property, plant or equipment of Borrower or its
consolidated Restricted Subsidiaries which is not sold or otherwise disposed of
in the ordinary course of business and any gain or loss, together with any
related provision for taxes on such gain or loss, realized upon the sale or
other disposition of any Equity Interests of any Person;


(iv)          the cumulative effect of a change in
accounting principles;


(v)           the net loss of any Unrestricted
Subsidiary; and


(vi)          extraordinary or nonrecurring gains or
losses, together with any related provision for taxes on such extraordinary or
nonrecurring gains or losses.


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


“Affiliate Transaction” has the meaning
specified in Section 7.07.


“Agent Parties” has the meaning specified in Section
10.02(c).


“Aggregate Commitments” means the Commitments
of all the Lenders.



 2
 









“Aggregate Credit Exposures” means, at any
time, the aggregate amount of the Loans outstanding at such time.


“Agreement” means this Credit Agreement.


“Applicable Rate”
means (a) 4.25% per annum, in the case of Eurodollar Rate Loans, and
(b) 3.50% per annum, in the case of Base Rate Loans.


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


“Arrangers” means Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Banc of America Securities LLC, in their
capacities as joint lead arrangers and joint book running managers.


“Asset Sale” means:


(a)           the
sale, lease, conveyance or other disposition of any assets, other than a
transaction permitted under Section 7.06; and


(b)           the
issuance of Equity Interests by any of the Borrower’s Restricted Subsidiaries
or the sale by CCR or any Restricted Subsidiary thereof of Equity Interests in
any of its Subsidiaries (other than directors’ qualifying shares and shares
issued to foreign nationals to the extent required by applicable law);


provided that the following shall
not be deemed to be Asset Sales:


(1)           any
single transaction or series of related transactions that involves assets or
Equity Interests having a Fair Market Value of less than $2,000,000;


(2)           a
transfer of assets or Equity Interests between or among CCR and any of its
Restricted Subsidiaries;


(3)           an
issuance or sale of Equity Interests by a Subsidiary to CCR or to a Restricted
Subsidiary;


(4)           the
sale or lease of equipment, inventory, accounts receivable or other assets in
the ordinary course of  business;


(5)           the
sale or other disposition of cash or Cash Equivalents;


(6)           dispositions
of accounts receivable in connection with the compromise, settlement or
collection thereof in the ordinary course of business or in bankruptcy or
similar proceedings;


(7)           a
Restricted Payment that is permitted by Section 7.02 and any Permitted
Restricted Payment or Permitted Investment;



 3
 









(8)           any
sale or disposition of assets that have become surplus, damaged, worn out or
obsolete;


(9)           the
creation of a Lien not prohibited by this Agreement; and


(10)         Dispositions
by the Racing Services Operator permitted under the Racing Services Agreement;


(11)         Dispositions
of property associated with (i) the Nevada Palace, at the time of, or in
connection with, the opening or operation of Cannery East, or (ii) the
Temporary Meadows Casino, at the time of, or in connection with, the opening or
operation of the Permanent Meadows Casino;


(12)         Dispositions
consisting of leases or subleases or real property in the ordinary course of
business; and


(13)         Dispositions
of Real Poperty, owned by CCR or its Restricted Subsidiaries and associated
with Nevada Palace, to NP Land, LLC; provided that such Real Property is then
or thereafter leased by CCR or its Restricted Subsidiaries and the related
lease payments thereunder would be permitted under clause (10) of the
definition of Permitted Restricted Payments.


“Assignee Group” means two or more Eligible
Assignees that are Affiliates of one another or two or more Approved Funds
managed by the same investment advisor.


“Assignment and Assumption” means an assignment
and assumption entered into by a Lender and an Eligible Assignee (with the
consent of any party whose consent is required by Section 10.06(b), and
accepted by the Administrative Agent, in substantially the form of Exhibit A
or any other form approved by the Administrative Agent.


“Attributable Indebtedness” means, on any date,
(a) in respect of any capital lease of any Person, the capitalized amount
thereof that would appear on a balance sheet of such Person prepared as of such
date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation,
the capitalized amount of the remaining lease payments under the relevant lease
that would appear on a balance sheet of such Person prepared as of such date in
accordance with GAAP if such lease were accounted for as a capital lease.


“Audited Financial Statements” means the
audited consolidated balance sheet of CCR and its consolidated Subsidiaries for
the fiscal year ended December 31, 2006, and the related consolidated
statements of income or operations, shareholders’ equity and cash flows for
such fiscal year of CCR and its consolidated Subsidiaries, including the notes
thereto.


“Bank of America” means Bank of America,
N.A.  and its successors.


“Base Rate” means for any day a fluctuating
rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1%
and (b) the rate of interest in effect for such day as publicly announced from
time to time by Bank of America as its “prime rate.”  The “prime rate” is a rate set by Bank of
America based upon various factors including Bank of America’s costs and 



 4
 









desired return, general economic conditions and other
factors, and is used as a reference point for pricing some loans, which may be
priced at, above, or below such announced rate. 
Any change in such rate announced by Bank of America shall take effect
at the opening of business on the day specified in the public announcement of
such change.


“Base Rate Committed Loan” means a Committed
Loan that is a Base Rate Loan.


“Base Rate Loan” means a Loan that bears
interest based on the Base Rate.


“Borrower Materials” has the meaning specified
in Section 6.02.


“Borrowers” has the meaning specified in the
introductory paragraph hereto, and a “Borrower” means one of the
Borrowers.


“Borrowing” means a borrowing consisting of
Loans of the same Type and, in the case of the Eurodollar Rate Loans, having
the same Interest Period made by each of the Lenders pursuant to Section 2.01.


“Budget” means, the budget for the design and
construction of each Project as a whole from the commencement of construction
thereof through Completion that is prepared by CCR and approved by the
Construction Consultant; all such Budgets are collectively the “Budgets”.


“Business Day” means any day other than a
Saturday, Sunday or other day on which commercial banks are authorized to close
under the Laws of, or are in fact closed in, the State of Nevada, the
Commonwealth of Pennsylvania or the state where the Administrative Agent’s office
is located and, if such day relates to any Eurodollar Rate Loan, means any such
day on which dealings in Dollar deposits are conducted by and between banks in
the London interbank eurodollar market.


“Cannery” means the Cannery Hotel and Casino
which is owned by CHC and located in North Las Vegas, Nevada.


“Cannery East” means one of the Projects to be
constructed adjacent to the existing Nevada Palace and containing approximately
2,000 slot machines, 26 tables and 308 hotel rooms.


“Cannery East Amount”  means the portion of Consolidated EBITDA
attributed to Cannery East for the applicable Measurement Period.


“Cannery East Construction Disbursement Account”
has the meaning set forth in the Cash Collateral and Disbursement Agreement.


“Capital Expenditure” means any expenditure
that is capitalized on the balance sheet in accordance with GAAP.


“Cash Collateral Account” means a blocked, deposit account of
one or more of the Loan Parties at Bank of America (or another commercial bank
selected by the Administrative Agent) in the name of the Collateral Agent and
under the sole dominion and control of the Collateral 



 5
 









Agent, established as provided in Section 6.23
and otherwise established in a manner satisfactory to the Collateral Agent.


“Cash Collateral and Disbursement Agreement”
means the Cash Collateral and Disbursement Agreement between CCR and Control
Agent in the form attached hereto as Exhibit B.


“Cash Equivalents”
means:


(a)           United
States dollars and other currencies received by customers in the ordinary
course of business;


(b)           certificates
of deposit;


(c)           U.S.
treasury bills and other obligations of the federal government;


(d)           U.S.
corporate bonds, rated at least BAA or higher by Standard & Poor’s, or
common stocks with an Standard & Poor’s Stock Guide Rating of at least B or
higher and listed on the New York Stock Exchange, American Stock Exchange, or
National Association of Securities Dealers Automated Quotations, and commercial
paper rated at least A-1 by Standard & Poor’s or at least P-1 or MIG-1 by
Moody’s Investors Service, Inc.;


(e)           bankers’
acceptances issued by financial institutions rated at least first tier paper by
a National Recognized Statistical Rating Organization (NRSRO);


(f)            repurchase
agreements covering U.S. government securities; and


(g)           money
market funds that comply with all provisions of Rule 2a-7 of the Investment Act
of 1940.


“Cash Management Agreement” means any agreement
to provide cash management services, including treasury, depository, overdraft,
credit or debit card, electronic funds transfer and other cash management
arrangements.


“Cash Management Bank” means any Person that,
at the time it enters into a Cash Management Agreement, is a Lender, an
Affiliate of a Lender, in its capacity as a party to such Cash Management
Agreement or a financial institution reasonably acceptable to the Administrative
Agent; provided that such financial institution enters into a control agreement
with the Control Agent on terms reasonably acceptable to the Administrative
Agent.


“Casino Businesses” means all personal property
interests in the Cannery, the Rampart Casino, the Nevada Palace, Cannery East,
the Temporary Meadows Casino, the Permanent Meadows Casino or any additional
Ventures pledged pursuant to Section 6.13 (exclusive of any gaming
licenses, accounts and equipment to the extent the pledge thereof is prohibited
by local law or contract).


“Casino Real Estate” means (i) the fee interest
in real property underlying the Cannery, Cannery East, the Temporary Meadows
Casino and the Permanent Meadows Casino, (ii) the 



 6
 









leasehold interest in the Nevada Palace, (iii) any
real property interest in any additional Ventures pledged pursuant to Section
6.13 and (iv) any fixtures and other real property improvements now
existing or to be constructed on any of the properties described in (i), (ii)
or (iii) above (exclusive of any gaming equipment to the extent the pledge
thereof is prohibited by local law or contract), in each case, held by CCR or
any of its Restricted Subsidiaries.


“Casualty Event” means any involuntary loss of
title, any involuntary loss of, damage to or any destruction of, or any
condemnation or other taking (including by any Governmental Authority) of, the
Casino Real Estate and any other material property of the Loan Parties and any
of their Subsidiaries, taken as a whole. 
“Casualty Event” shall include but not be limited to any taking of all
or any part of any real property of any person or any part thereof, in or by
condemnation or other eminent domain proceedings pursuant to any requirement of
Law, or by reason of the temporary requisition of the use or occupancy of all
or any part or any real property of any person or any part thereof by any
Governmental Authority, civil or military, or any settlement in lieu thereof.


“CCR” has the meaning specified in the
introductory paragraph hereof.


“CERCLA” means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980.


“CERCLIS” means the Comprehensive Environmental Response, Compensation
and Liability Information System maintained by the U.S. Environmental
Protection Agency.


“Certificate of Occupancy” means a temporary or
permanent certificate of occupancy, in either case, for Cannery East, the
Temporary Meadows Casino and the Permanent Meadows Casino issued by the
applicable Governmental Authority, pursuant to applicable Laws which permanent
or temporary certificate of occupancy shall permit the Cannery East and Permanent
Meadows Casino to be used for their respective intended purposes and shall be
in full force and effect and, in the case of a temporary certificate of
occupancy, if such temporary certificate of occupancy shall provide for an
expiration date, any items which must be completed in order for such temporary
certificate of occupancy to be renewed or extended shall be completed no later
than 15 days prior to the applicable expiration date.


“CFC” means a Person that is a controlled
foreign corporation under Section 957 of the Code.


“Change in Law” means the occurrence, after the
date of this Agreement, of any of the following:  (a) the adoption or taking effect of any law,
rule, regulation or treaty, (b) any change in any law, rule, regulation or
treaty or in the administration, interpretation or application thereof by any
Governmental Authority or (c) the making or issuance of any request, guideline
or directive (whether or not having the force of law) by any Governmental
Authority.


“Change of Control” means an event or series of
events by which:


(a)           (i)
Mr. William Paulos and Mr. William Wortman collectively shall, directly or
indirectly, cease to beneficially own 35% or more of the equity securities of
CCR entitled to vote for members of the management committee or equivalent
governing 



 7
 









body of CCR on a
fully-diluted basis (and taking into account all such securities that such
person or group has the right to acquire pursuant to any option right) or (ii)
OCM shall, directly or indirectly, cease to beneficially own 30% or more of the
equity securities of CCR entitled to vote for members of the management
committee or equivalent governing body of CCR on a fully-diluted basis (and
taking into account all such securities that such person or group has the right
to acquire pursuant to any option right);


(b)           either
of Mr. William Paulos and Mr. William Wortman shall at any time cease to be a
member of the management committee or equivalent governing body of CCR;


(c)           OCM
shall at any time cease to have at least two members of the management
committee or equivalent governing body of CCR;


(d)           Mr.
William Paulos, Mr. William Wortman and OCM shall at any time cease to hold the
power to appoint a majority of the members of the management committee or
equivalent governing body of CCR; or


(e)           any
Person or two or more Persons acting in concert (other than Permitted Holders)
shall have acquired by contract or otherwise, or shall have entered into a contract
or arrangement that, upon consummation thereof, will result in its or their
acquisition of the power to exercise, directly or indirectly, a controlling
influence over the management or policies of CCR, or control over the equity
securities of CCR entitled to vote for members of the management committee or
equivalent governing body of CCR on a fully-diluted basis (and taking into
account all such securities that such Person or group has the right to acquire
pursuant to any option right) representing 30% or more of the combined voting
power of such securities.


“CHC” means Cannery Hotel and Casino, LLC.


“Code” means the Internal Revenue Code of 1986.


“Collateral” means all of the “Collateral”, “Mortgaged
Property” and “Trust Property” referred to in the Collateral Documents and all
of the other property that is or is intended under the terms of the Collateral
Documents to be subject to Liens in favor of the Administrative Agent and
Collateral Agent  for the benefit of the
Secured Parties.  Notwithstanding any
other provision hereof, no lien, claim or encumbrance extends to, and “Collateral”
does not include, (i) amounts held in an account for the Commonwealth of
Pennsylvania as specified by Chapter 14 of the Pennsylvania Race Horse
Development and Gaming Act (Act 71) (4 Pa. C.S.A. § 1401, et  seq.),
(ii) any right, title or interest of CCR or any of its Subsidiaries in any
Gaming License, and (iii) Excluded Property.


“Collateral Agent” means Bank of America, N.A.
in its capacity as collateral agent under any of the Loan Documents, or any
successor collateral agent.


“Collateral Documents” means, collectively, the Security
Agreement, the Mortgages, each assignment of Construction Contracts, each of
the mortgages, collateral assignments, security agreements, pledge agreements
or other similar agreements delivered to the Administrative 



 8
 









Agent pursuant to Sections 6.13,6.16,
and 6.28 and each of the other agreements, instruments or documents that
creates or purports to create a Lien in favor of the Collateral Agent for the
benefit of the Secured Parties.


“Committed Borrowing” means a borrowing
consisting of simultaneous Committed Loans of the same Type and, in the case of
Eurodollar Rate Loans, having the same Interest Period made by each of the Term
Loan Lenders pursuant to Section 2.01.


“Committed Loan” means a Loan made or to be
made by a Lender pursuant to Section 2.01.


“Committed Loan Notice” means a notice of (i) a
Committed Borrowing, (ii) a conversion of Committed Loans from one Type to the
other or (iii) a continuation of Eurodollar Rate Loans, pursuant to Section
2.02(a), which, if in writing, shall be substantially in the form of Exhibit C.


“Commitment” means for each Lender, such Lender’s
obligation to make a Loan to the Borrowers pursuant to Section 2.01 in
an aggregate amount not to exceed the amount set forth opposite such Lender’s
name on Schedule 2.01 under the caption “Commitment” or in the Assignment
and Assumption pursuant to which such Lender becomes a party hereto.


“Common Stock” means, with respect to any
Person, any Equity Interests (other than Preferred Equity) of such Person,
whether outstanding on the Effective Date or issued thereafter.


“Completion” means, with respect to each
Project, completion of such Project in substantial conformance with the Plans
and Specifications for such Project such that when completed, a Certificate of
Occupancy will be issued.


“Completion Certificate”  means a written certificate executed by the
architect, General Contractor and the Construction Consultant (and any other
relevant contracting parties reasonably requested by the Construction
Consultant) certifying that each Project has been completed in all material
respects in accordance with its Plans and Specifications and that such Project
has been or is ready to be opened for business together with a certificate
executed by a Responsible Officer to that effect.


“Compliance Certificate” means a certificate
substantially in the form of Exhibit D.


“Consolidated Coverage Ratio” means, as of any
date of determination, the ratio of (a) Consolidated EBITDA to (b)
Consolidated Interest Charges, in each case, of or by CCR and its Restricted
Subsidiaries on a consolidated basis for the most recently completed
Measurement Period; provided that Consolidated EBITDA for the purposes
of calculating such ratio shall be subject to Consolidated Coverage Ratio Annualization.


“Consolidated Coverage Ratio Annualization”
means for (A) any Measurement Period during the twelve-month period immediately
after the Temporary Meadows Casino is Operating, the Meadows Amounts for such
Measurement Period divided by the number of full fiscal months the
Temporary Meadows Casino has been Operating multiplied by twelve (12)
and (B) any Measurement Period during the twelve-month period after Cannery
East is Operating, the 



 9
 









Cannery East Amounts for such Measurement Period divided by the number of full fiscal months Cannery East has
been Operating multiplied by twelve (12).


“Consolidated EBITDA” means, for any
Measurement Period, for CCR and its Restricted Subsidiaries on a consolidated
basis, an amount equal to Consolidated Net Income for such Measurement Period plus
(a) the following to the extent deducted in calculating such Consolidated Net
Income, without duplication: (i) pre-opening expenses during such Measurement Period,
(ii) prepayment penalties and expenses incurred in connection with the
Transaction during such Measurement Period, (iii) Consolidated Interest Charges
for such Measurement Period, (iv) depreciation and amortization expense during
such Measurement Period, (v) other extraordinary non-cash charges of CCR and
its Restricted Subsidiaries during such Measurement Period, (vi) the Management
Compensation, (vii) the provision for Federal, state, local and foreign income
taxes payable and (viii) extraordinary losses during such Measurement Period,
and minus (b) the following to the extent included in calculating such
Consolidated Net Income, without duplication: (i) consolidated interest income
of CCR and its Restricted Subsidiaries for such Measurement Period, (ii) all
non-cash non-operating and non-recurring items increasing Consolidated Net
Income for such Measurement Period, and (iii) extraordinary gains during such
Measurement Period.


“Consolidated Interest Charges” means, for any
period, for CCR and its Restricted Subsidiaries on a consolidated basis, the
sum of (a) all interest, premium payments, debt discount, fees, charges and
related expenses of CCR and its Restricted Subsidiaries paid in cash in connection
with borrowed money or in connection with the deferred purchase price of
assets, in each case to the extent treated as interest in accordance with GAAP,
and (b) the portion of rent expense of CCR and its Restricted Subsidiaries
with respect to such period under capital leases that is treated as interest in
accordance with GAAP; provided that Consolidated Interest Charges shall
not include any Transaction fees or expenses paid on the Effective Date
regardless of the accounting treatment of such fees or expenses.


“Consolidated Net Income” means, for any
period, for CCR and its Restricted Subsidiaries on a consolidated basis, the
net income of CCR and its Restricted Subsidiaries from operations for that
period.


“Consolidated Total Indebtedness” means, as of
any date of determination, for CCR and its Restricted Subsidiaries on a
consolidated basis, the sum of (a) the outstanding principal amount of all
obligations, whether current or long-term, for borrowed money (including Obligations
hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements
or other similar instruments, (b) all purchase money Indebtedness, (c) all
direct obligations arising under letters of credit (including standby and
commercial), bankers’ acceptances, bank guaranties, surety bonds and similar
instruments, (d) all obligations in respect of the deferred purchase price of
property or services (other than trade accounts payable in the ordinary course
of business), (e) Attributable Indebtedness in respect of capital leases, (f)
without duplication, all Guarantees with respect to outstanding Indebtedness of
the types specified in clauses (a) through (e) above of Persons other than
CCR or any Restricted Subsidiary, and (g) all Indebtedness of the types
referred to in clauses (a) through (f) above of any partnership or joint
venture (other than a joint venture that is itself a corporation or limited
liability company) in which CCR or a Restricted Subsidiary is a general partner
or joint venturer and as such, CCR or such Restricted



 10















Subsidiary is generally liable for its debts, or where
unless such Indebtedness is expressly made non-recourse to CCR or such Restricted
Subsidiary.


“Consolidated Total Leverage Ratio” means, as
of any date of determination, the ratio of (a) Consolidated Total Indebtedness
(less the amount of Indebtedness held, as of such date of determination, in the
Cannery East Construction Disbursement Account and the Meadows Construction
Disbursement Account (the “Excluded Indebtedness”)) as of such date to
(b) Consolidated EBITDA (less the amount of Consolidated Interest Charges
attributed to the Excluded Indebtedness) for the most recently completed
Measurement Period; provided that Consolidated EBITDA for the purposes
of calculating such ratio shall be subject to Consolidated Total Leverage Ratio
Annualization.


“Consolidated Total Leverage Ratio Annualization”
means that for (A) any Measurement Period ending during the twelve-month period
immediately after the first date on which the Temporary Meadows Casino is
Operating, the Meadows Amount included in Consolidated EBITDA for such
Measurement Period shall be adjusted to be equal to (x) the Meadows Amount divided
by (y) the number of full fiscal months that the Temporary Meadows Casino has
been Operating and (z) multiplied by twelve (12), and (B) any
Measurement Period ending during the twelve-month period immediately after the
first date on which Cannery East is Operating, the Cannery East Amount included
in Consolidated EBITDA for such Measurement Period shall be adjusted to be
equal to (a) the Cannery East Amount divided by (b) the number of full
fiscal months that Cannery East has been Operating and (c) multiplied by
twelve (12).


“Construction Completion Bond”  means a bond, in form and substance
satisfactory to the Administrative Agent, issued by a bonding company
acceptable to the Administrative Agent, in a amount and for a period of time
necessary to complete the applicable Project pursuant to the Plans and
Specifications therefor, and including such endorsements as the Administrative
Agent may require.


“Construction Consultant” means Professional
Associates Construction Services, or any other Person designated from time to
time by the Administrative Agent to serve as the Construction Consultant
hereunder.


“Construction Contracts”
means any and all contracts, written or oral, between the Borrower, any
applicable Loan Party and any contractor and any subcontractor and between any
of the foregoing and any other person (including, without limitation, any
architect or engineer) relating in any way to the construction of the Projects,
including the performing of labor or the furnishing of standard or specially
fabricated materials in connection therewith or the preparation or furnishing
of any drawings, renderings, plans, design documents or other related items for
the design, architecture or construction of the Projects.


“Construction Reserve Account” has the meaning
set forth in the Cash Collateral and Disbursement Agreement.


“Contractor” means and includes any person or entity,
including any General Contractor, engaged to work on or furnish materials or
supplies for the Project.



 11
 









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


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


“Control Agent” has the meaning specified in
the Intercreditor Agreement.


“Credit Extension” means the making of a Loan
by a Lender.


“CPI” means the Consumer Price Index, Urban
Wage Earners and Clerical Workers for West Urban, all items (1982-1984 = 100),
as published by the Bureau of Labor Statistics of the United States Department
of Labor.  If the CPI is calculated from
a base different from the base period 1982-84 = 100, such CPI shall be
converted to a base period of 1982-84 = 100 by use of a conversion factor
supplied by said Bureau of Labor Statistics. 
If the CPI is discontinued or replaced during the term, such other
comparable governmental cost of living index or computation which replaces the
CPI shall be use in order to obtain substantially the same result as would be
obtained if the CPI had not been discontinued or replaced.


“Debtor Relief Laws” means the Bankruptcy Code
of the United States, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.


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


“Default Rate” means an interest rate equal to
(i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to
Base Rate Loans plus (iii) 2% per annum; provided, however,
that with respect to a Eurodollar Rate Loan, the Default Rate shall be an
interest rate equal to the interest rate (including any Applicable Rate)
otherwise applicable to such Loan plus 2% per annum.


“Defaulting Lender” means any Lender that (a)
has failed to fund any portion of the Loan required to be funded by it
hereunder within one Business Day of the date required to be funded by it
hereunder, (b) has otherwise failed to pay over to the Administrative Agent or
any other Lender any other amount required to be paid by it hereunder within
one Business Day of the date when due, unless the subject of a good faith
dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy
or insolvency proceeding.


“Delayed Draw Amount” has the meaning specified
in Section 4.01(a)(xix).


“Discharge of First Lien Obligations” has the
meaning specified in the Intercreditor Agreement.



 12
 









“Disposition” or “Dispose” means the
sale, transfer, license, lease or other disposition (including any sale and
leaseback transaction) of any property (exclusive of ordinary course gaming payouts)
by any Person, including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith.


“Disqualification” means, with respect to any
Lender:


(a)           the
failure of that Lender timely to file pursuant to applicable Gaming Laws (i)
any application requested of that Lender by any Gaming Authority in connection
with any licensing required of that Lender as a lender to the Loan Parties or
(ii) any required application or other papers in connection with determination
of the suitability of that Lender as a lender to the Loan Parties;


(b)           the
withdrawal of that Lender (except where requested or permitted by the Gaming
Board) of any such application or other required papers; or


(c)           any final determination by a Gaming
Authority pursuant to applicable Gaming Laws (i) that such Lender is “unsuitable”
as a lender to the Loan Parties, (ii) that such Lender shall be “disqualified”
as a lender to the Loan Parties or (iii) denying the issuance to that Lender of
any license required under applicable Gaming Laws to be held by all lenders to
the Loan Parties.


“Disqualified Equity” means any Equity Interest
that, by its terms (or by the terms of any security into which it is
convertible, or for which it is exchangeable, in each case at the option of the
holder thereof), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable
at the option of the holder thereof, in whole or in part, on or prior to the
date that is one year after the date on which the Loans mature.  Notwithstanding the preceding sentence, any
Equity Interests that would constitute Disqualified Equity solely because the
holders thereof have the right to require Borrower to repurchase such Equity
Interests upon the occurrence of a change of control, an asset sale or event of
loss shall not constitute Disqualified Equity if the terms of such Equity
Interests provide that Borrower may not repurchase or redeem any such Equity
Interests pursuant to such provisions unless such repurchase or redemption
complies with Section 7.02.  The
term “Disqualified Equity” shall also include any options, warrants or other
rights that are convertible into Disqualified Equity or that are redeemable at
the option of the holder, or required to be redeemed, prior to the date that is
one year after the date on which the Loans mature.


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


“Drawing Date” has the meaning specified in Section
2.01(a).


“Effective Date” means May 18, 2007.


“Eligible Assignee” means (a) a Lender; (b) an
Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other
than a natural person) approved by (i) the Administrative Agent, and (ii)
unless an Event of Default has occurred and is continuing, the Borrowers (each
such approval not to be unreasonably withheld or delayed); provided that
notwithstanding the 



 13
 









foregoing, “Eligible Assignee” shall not include the
Borrowers or any of the Borrowers’ Affiliates or Subsidiaries.


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


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


“Environmental Permit” means any permit,
approval, identification number, license or other authorization required under
any Environmental Law.


“Equity Interests” means, with respect to any
Person, all of the shares of capital stock of (or other ownership or profit
interests in) such Person, all of the warrants, options or other rights for the
purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities
convertible into or exchangeable with such Person for shares of capital stock
of (or other ownership or profit interests in) such Person or warrants, options
or rights for the purchase or acquisition from such Person of such securities
(or such other interests), and all of the other ownership or profit interests
in such Person (including partnership, member or trust interests therein),
whether voting or nonvoting.


“ERISA” means the Employee Retirement Income
Security Act of 1974.


“ERISA Affiliate” means any trade or business
(whether or not incorporated) under common control with the Borrowers within
the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o)
of the Code for purposes of provisions relating to Section 412 of the Code).


“ERISA Event” means (a) a Reportable Event with
respect to a Pension Plan; (b) a withdrawal by the Borrowers or any ERISA
Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan
year in which it was a substantial employer (as defined in Section 4001(a)(2)
of ERISA) or a cessation of operations that is treated as such a withdrawal
under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the
Borrowers or any ERISA Affiliate from a Multiemployer Plan or notification that
a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent
to terminate, the treatment of a Plan amendment as a termination under Sections
4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to
terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which




 14
 









constitutes grounds under Section 4042 of ERISA for
the termination of, or the appointment of a trustee to administer, any Pension
Plan or Multiemployer Plan; or (f) the imposition of any liability under Title
IV of ERISA, other than for PBGC premiums due but not delinquent under Section
4007 of ERISA, upon the Borrowers or any ERISA Affiliate.


“Eurodollar Rate” means, for any Interest
Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the
British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by
Reuters (or other commercially available source providing quotations of BBA LIBOR
as designated by the Administrative Agent from time to time) at approximately
11:00 a.m., London time, two Business Days prior to the commencement of
such Interest Period, for Dollar deposits (for delivery on the first day of
such Interest Period) with a term equivalent to such Interest Period.  If such rate is not available at such time
for any reason, then the “Eurodollar Rate” for such Interest Period shall be
the rate per annum determined by the Administrative Agent to be the rate at
which deposits in Dollars for delivery on the first day of such Interest Period
in same day funds in the approximate amount of the Eurodollar Rate Loan being
made, continued or converted by Bank of America and with a term equivalent to
such Interest Period would be offered by Bank of America’s London Branch to
major banks in the London interbank eurodollar market at their request at
approximately 11:00 a.m. (London time) two Business Days prior to the
commencement of such Interest Period.


“Eurodollar Rate Loan” means a Committed Loan
that bears interest at a rate based on the Eurodollar Rate.


“Event of Default” has the meaning specified in
Section 8.01.


“Excess Cash Flow” means, for any period, (a)
Consolidated EBITDA for that period, plus, without duplication, (b) Net Cash
Proceeds from any Asset Sales during that period, plus (c) amounts
released from the Reserves and applied to repay the Loans pursuant to Section
2.07(b)(F), minus (d) Capital Expenditures made in cash during that
period, minus (e) Consolidated Interest Charges for that period, minus
(f) Permitted Restricted Payments permitted under clause (9) of such defined
term made during that period, plus (g) any decrease (or minus any increase)
in the Borrower’s working capital during that period, minus (h) any
repayments with respect to the Loan (whether voluntary or mandatory) made
during that period, minus (i) any prepayments with respect to the
FF&E Financing made during that period, minus (j) any pre-opening expenses
during such period, minus (k) the Management Compensation paid by CCR or
its Subsidiaries during such period and minus (l) all income taxes
actually paid in cash by CCR or its Restricted Subsidiaries during such period.


“Excluded Property” has the meaning specified
in the Security Agreement.


“Excluded Taxes” means, with respect to the
Administrative Agent, any Lender or any other recipient of any payment to be
made by or on account of any obligation of a Borrower hereunder or under the
Fee Letter, (a) taxes imposed on or measured by its overall net income (however
denominated), and franchise taxes imposed on it (in lieu of net income taxes),
by the jurisdiction (or any political subdivision thereof) under the laws of
which such recipient is organized or in which its principal office is located
or, in the case of any Lender, in which its applicable Lending Office is
located, (b) any branch profits taxes imposed by the United States or any 



 15
 









similar tax imposed by any other jurisdiction in which
CCR or any of its Subsidiaries is located and (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by CCR under Section
10.13), any U.S. Federal withholding tax that is imposed on amounts payable
to such Foreign Lender at the time such Foreign Lender becomes a party hereto
(or designates a new Lending Office) or is attributable to such Foreign Lender’s
failure or inability (other than as a result of a Change in Law) to comply with
Section 3.01(e), except to the extent that such Foreign Lender (or its
assignor, if any) was entitled, immediately prior to the time of designation of
a new Lending Office (or assignment), to receive additional amounts from a
Borrower with respect to such withholding tax pursuant to Section 3.01(a).


“Existing Credit Agreements” means (i) that
certain Credit Agreement dated as of January 5, 2006, among the Borrower,
The Cannery Hotel and Casino, LLC, Rampart Resort Management, LLC, and Bank of
America, as administrative agent, as amended, (ii) the First Lien Credit
Agreement dated November 14, 2006, among PA Meadows, LLC, Bank of America,
as administrative agent and collateral agent, and the other lenders party
thereto, as amended, (iii) the Second Lien Credit Agreement dated
November 14, 2006, among PA Meadows, LLC, Bank of America, as
administrative agent and collateral agent, and the other lenders, and (iv) the
Existing FF&E Credit Agreement.


“Existing FF&E Credit Agreement” means the
FF&E Credit Agreement dated December 29, 2006 among Washington Trotting
Association, Inc., Merrill Lynch Capital Corporation, as administrative agent,
and the other lenders party thereto, as amended.


“Existing Indebtedness” means any Indebtedness
set forth on Schedule 7.03.


“Existing Surveys” has the meaning specified in
Section 4.01(a)(iv)(c).


“Expansion Capital Expenditure” means any
Capital Expenditure by CCR or any of its Restricted Subsidiaries that is not
properly characterized as a Maintenance Capital Expenditure, including, without
limitation, expenditures with respect to the buy-out of real property leases.


“Fair Market Value” means the price that would
be paid in an arm’s-length transaction between an informed and willing seller
under no compulsion to sell and an informed and willing buyer under no
compulsion to buy.


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


“Fee Letter” means the letter agreement, dated
April 4, 2007, among CCR, the Administrative Agent, Merrill Lynch Capital
Corporation and the Arrangers.



 16
 









“FF&E” means furniture, fixtures or
equipment used in the ordinary course of the business of the Borrowers or a
Guarantor.


“FF&E Financing” means Indebtedness the
proceeds of which are used solely to finance the acquisition by CCR or a
Guarantor of, or the entry into a capitalized lease by CCR or a Guarantor with
respect to FF&E on terms and conditions reasonably acceptable to the Administrative
Agent, in each case as amended, restated, modified, renewed, refunded, replaced
(whether upon or after termination or otherwise) or refinanced in whole or in
part from time to time.


“FIRREA” means the Financial Institutions
Reform, Recovery and Enforcement Act of 1989, as amended.


“First Lien Administrative Agent” means Bank of
America, N.A., in its capacity as administrative agent under the First Lien
Credit Agreement, and its successors and assigns.


“First Lien Collateral Agent” means Bank of
America, N.A. in its capacity as collateral agent under the First Lien Loan
Documents, and its successors and assigns.


“First Lien Credit Agreement” means (i) that
certain credit agreement dated as of the date hereof among Borrower, the
lenders party thereto and Bank of America, N.A., as administrative agent, as
amended, restated, supplemented or modified from time to time to the extent
permitted by this Agreement and the Intercreditor Agreement, and (ii) any other
credit agreement, loan agreement, note agreement, promissory note, indenture or
other agreement or instrument evidencing or governing the terms of any
indebtedness or other financial accommodation that has been incurred to extend
(subject to the limitations set forth herein and in the Intercreditor
Agreement) or refinance in whole or in part the indebtedness and other
obligations outstanding under (x) the credit agreement referred to in
clause (i) or (y) any subsequent First Lien Credit Agreement, unless such
agreement or instrument expressly provides that it is not intended to be and is
not a First Lien Credit Agreement hereunder. 
Any reference to the First Lien Credit Agreement hereunder shall be
deemed a reference to any First Lien Credit Agreement then in existence.


“First Lien Loan Documents” means the First
Lien Credit Agreement and the other Loan Documents as defined in the First Lien
Credit Agreement, including each mortgage and other security documents,
guaranties and the notes issued thereunder.


“First Lien Loans” means the loans extended
under the First Lien Credit Agreement.


“First Lien Secured Parties” means the First
Lien Administrative Agent, the First Lien Collateral Agent and each Person that
is a lender under the First Lien Credit Agreement.


“Foreign Lender” means any Lender that is
organized under the laws of a jurisdiction other than that in which the
Borrowers are residents for tax purposes. 
For purposes of this definition, the United States, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.


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



 17
 









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


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


“Gaming Board” means any agency, authority,
board, bureau, commission, department, office or instrumentality of any nature
whatsoever of the federal government or any state, city or other political
subdivision, whether now or hereafter in existence, or any officer or official
thereof, but only to the extent that such agency, authority, board, bureau,
commission, department, office or instrumentality possesses authority to
regulate any gaming operation or harness racing operation owned, managed or operated,
or proposed to be owned, managed or operated, by CCR or any of its Subsidiaries.


“Gaming Laws” means all Laws pursuant to which
any Gaming Board possesses regulatory, licensing or permit authority over
gambling, gaming, harness racing or casino activities conducted by CCR or any
of its Subsidiaries or any of their respective ownership and/or operation of
Subsidiaries within such Gaming Board’s jurisdiction.


“Gaming License” means any license, permit,
franchise, finding of suitability, registration or other authorization issued
by or from any Gaming Board under Gaming Laws that is required to own, lease,
operate or otherwise conduct the gaming business or harness racing business of
CCR or any of its Subsidiaries or to own an interest in CCR or any of its Subsidiaries
that conducts a gaming business or harness racing business.


“General Contractor” means (i) Borrower
with respect to the Projects or (ii) any other Person who contracts for
the construction of the entire Projects, rather than for a portion of the work
relating thereto and otherwise has the obligation to retain and pay
subcontractors and coordinates the work to be performed.


“Governmental Authority” means the government
of the United States or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).


“Governmental Real Property Disclosure Requirements”
means any requirement of Law of any Governmental Authority requiring
notification of the buyer, lessee, mortgagee, assignee or other transferee of
any real property, facility, establishment or business, or notification, registration
or filing to or with any Governmental Authority, in connection with the sale,
lease, mortgage, assignment or other transfer (including any transfer or
control) of any real property, 



 18
 









facility, establishment or business, of the actual or
threatened presence or release in or into the environment, or the use, disposal
or handling of Hazardous Material on, at, under or near the real property,
facility, establishment or business to be sold, leased, mortgaged, assigned or
transferred.


“Granting Lender” has the meaning specified in Section
10.06(h).


“Guarantee” means, as to any Person, any (a)
any obligation, contingent or otherwise, of such Person guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other financial
obligation payable or performable by another Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of
such Person, direct or indirect, (i) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other financial
obligation, (ii) to purchase or lease property, securities or services for the
purpose of assuring the obligee in respect of such Indebtedness or other
obligation of the payment or performance of such Indebtedness or other
obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such Indebtedness
or other obligation, or (iv) entered into for the purpose of assuring in any
other manner the obligee in respect of such Indebtedness or other obligation of
the payment or financial performance thereof or to protect such obligee against
loss in respect thereof (in whole or in part), or (b) any Lien on any assets of
such Person securing any Indebtedness or other obligation of any other Person,
whether or not such Indebtedness or other obligation is assumed by such Person
(or any right, contingent or otherwise, of any holder of such Indebtedness to
obtain any such Lien).  The amount of any
Guarantee shall be deemed to be an amount equal to the stated or determinable
amount of the related primary obligation, or portion thereof, in respect of
which such Guarantee is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith.  The
term “Guarantee” as a verb has a corresponding meaning.


“Guarantors” means, collectively, the
Subsidiaries of CCR listed on Schedule 1.01 and each other Subsidiary of
CCR that shall be required to execute and deliver a Guaranty or guaranty
supplement pursuant to Section 6.13.


“Guaranty” means the Guaranty made by the
Guarantors in favor of the Administrative Agent and the Lenders, substantially
in the form of Exhibit E.


“Hazardous Materials” means all explosive or
radioactive substances or wastes and all hazardous or toxic substances, wastes
or other pollutants, including petroleum or petroleum distillates, asbestos or
asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious
or medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.


“Hazardous Materials Indemnity” means that
certain Hazardous Materials Indemnity executed and delivered pursuant to Section
4.01(a)(ix), as amended, supplemented, restated or otherwise modified from
time to time.



 19
 









“Hedge Bank” means any Person that, at the time
it enters into a Secured Hedge Agreement, is a Lender or an Affiliate of a
Lender, in its capacity as a party to such Secured Hedge Agreement.


“Holdback Agreement” means the Holdback
Agreement dated November 14, 2006, by and between Magna Entertainment
Corporation and PA Meadows, LLC as in effect on the date hereof or as modified
(such modification subject to the consent of the Administrative Agent not to be
unreasonably withheld).


“Holdback Amount” has the meaning specified in
the Holdback Agreement.


“In Balance” will be deemed to exist when the
sum of (A) (i) the available Revolving Commitments (as defined under the
First Lien Credit Agreement), (ii) cash on hand in excess of the greater of (x)
$25,000,000, or (y) cash required to be maintained by CCR and its Restricted
Subsidiaries under Gaming Laws, (iii) unused availability under committed
credit facilities, (iv) the aggregate amount of funds in the Reserves, (v)
Indebtedness in respect of any FF&E Financing (to the extent committed or
available) and (vi) Projected Free Cash Flow of CCR and its Restricted
Subsidiaries exceeds by $15,000,000 the aggregate of, without duplication, (B)
the sum of (i) the costs required to achieve Completion, (ii) all
retainage amounts and (iii) the amount of all reserves and contingencies
reasonably determined by the Construction Consultant to be necessary, as such
costs and amounts may be reasonably estimated by the Administrative Agent after
consultation with the Construction Consultant from time to time.


“Increase Effective Date” has the meaning
specified in Section 2.14.


“Increase Option Amount” has the meaning
specified in Section 2.14(a).


“Incur” means, with respect to any
Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become
directly or indirectly liable for or with respect to, or become responsible
for, the payment of, contingently or otherwise, such Indebtedness (and “Incurrence”
and “Incurred” shall have meanings correlative to the foregoing); provided
that (1) any Indebtedness of a Person existing at the time such Person becomes
a Restricted Subsidiary of CCR shall be deemed to be Incurred by such
Restricted Subsidiary at the time it becomes a Restricted Subsidiary of CCR and
(2) neither the accrual of interest nor the accretion of original issue
discount nor the payment of interest in the form of additional Indebtedness
with the same terms and the payment of dividends on Disqualified Equity or
Preferred Equity in the form of additional shares of the same class of
Disqualified Equity or Preferred Equity (to the extent provided for when the Indebtedness
or Disqualified Equity or Preferred Equity on which such interest or dividend
is paid was originally issued) shall be considered an Incurrence of
Indebtedness; provided that in each case the amount thereof is for all
other purposes included in the Consolidated Interest Charges and Indebtedness
of CCR or its Restricted Subsidiary as accrued, to the extent required by GAAP.



 20















“Indebtedness” means, as to any Person at a
particular time, without duplication, all of the following, whether or not
included as indebtedness or liabilities in accordance with GAAP:


(a)           all
obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or other similar
instruments;


(b)           all
direct or contingent obligations of such Person arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties,
surety bonds and similar instruments;


(c)           net
obligations of such Person under any Swap Contract;


(d)           all
obligations of such Person to pay the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of
business);


(e)           indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or
being purchased by such Person (including indebtedness arising under
conditional sales or other title retention agreements), whether or not such indebtedness
shall have been assumed by such Person or is limited in recourse;


(f)            capital
leases and Synthetic Lease Obligations;


(g)           all
obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any Equity Interest in such Person or any other
Person, valued, in the case of a redeemable preferred interest, at the greater
of its voluntary or involuntary liquidation preference plus accrued and
unpaid dividends; and


(h)           all
Guarantees of such Person in respect of any of the foregoing.


For all purposes hereof, the Indebtedness of any
Person (x) shall include the Indebtedness of any partnership or joint venture
(other than a joint venture that is itself a corporation, limited partnership
or limited liability company) in which such Person is a general partner or a
joint venturer, unless such Indebtedness is expressly made non-recourse to such
Person and (y) shall exclude the Holdback Amount.  The amount of any net obligation under any
Swap Contract on any date shall be deemed to be the Swap Termination Value
thereof as of such date.  The amount of
any capital lease or Synthetic Lease Obligation as of any date shall be deemed
to be the amount of Attributable Indebtedness in respect thereof as of such
date.


“Indemnified Taxes” means Taxes other than
Excluded Taxes.


“Indemnitees” has the meaning specified in Section
10.04(b).


“Information” has the meaning specified in Section
10.07.


“Intercreditor Agreement” means the
Intercreditor Agreement to be dated the Effective Date in the form attached
hereto as Exhibit F.



 21
 









“Interest Payment Date” means, (a) as to any
Loan other than a Base Rate Loan, the last day of each Interest Period
applicable to such Loan and the applicable Maturity Date; provided, however,
that if any Interest Period for a Eurodollar Rate Loan exceeds three months,
the respective dates that fall every three months after the beginning of such
Interest Period shall also be Interest Payment Dates; and (b) as to any Base
Rate Loan, the last Business Day of each March, June, September and December
and the applicable Maturity Date.


“Interest Period” means, as to each Eurodollar
Rate Loan, the period commencing on the date such Eurodollar Rate Loan is
disbursed or converted to or continued as a Eurodollar Rate Loan and ending on
the date one, two, three or six months thereafter, as selected by the Borrowers
in their Committed Loan Notice (or such other period that is requested by the
Borrowers and determined by the Administrative Agent to be available); provided
that:


(i) any Interest
Period that would otherwise end on a day that is not a Business Day shall be
extended to the next succeeding Business Day unless such Business Day falls in
another calendar month, in which case such Interest Period shall end on the
next preceding Business Day;


(ii) any Interest
Period that begins on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the calendar month at
the end of such Interest Period) shall end on the last Business Day of the calendar
month at the end of such Interest Period; and


(iii) no Interest
Period shall extend beyond the applicable Maturity Date.


“Internal Control Event” means a material
weakness in, or fraud that involves management or other employees who have a
significant role in, CCR’s internal
controls over financial reporting.


“Investment” means, as to any Person, any
direct or indirect acquisition or investment by such Person in another Person,
whether by means of (a) the purchase or other acquisition of Equity Interests
or other securities of such other Person, (b) a loan, advance or capital
contribution to, Guarantee or assumption of debt of, or purchase or other
acquisition of any other debt or equity participation or interest in, such
other Person, including any partnership or joint venture interest in such other
Person and any arrangement pursuant to which the investor Guarantees Indebtedness
of such other Person, or (c) the purchase or other acquisition (in one
transaction or a series of transactions) of assets of another Person that
constitute a business unit.  For purposes
of covenant compliance, the amount of any Investment shall be the amount
actually invested, without adjustment for subsequent increases or decreases in
the value of such Investment.  If Borrower
or any Restricted Subsidiary of Borrower sells or otherwise disposes of any
Equity Interests of any direct or indirect Restricted Subsidiary of Borrower
such that, after giving effect to any such sale or disposition, such Person is
no longer a Restricted Subsidiary of Borrower, then Borrower or that Restricted
Subsidiary shall be deemed to have made an Investment on the date of any such
sale or disposition equal to the Fair Market Value of the Investment in such
Subsidiary not sold or disposed of.  The
acquisition by Borrower or any Restricted Subsidiary of Borrower of a Person
that holds an Investment in a third Person shall be deemed to be an Investment 



 22
 









by Borrower or such Restricted Subsidiary in such
third Person in an amount equal to the Fair Market Value of the Investment held
by the acquired Person in such third Person.


“IP Rights” has the meaning specified in Section
5.17.


“IRS” means the United States Internal Revenue
Service.


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


“Lease Termination Payment” has the meaning
specified in Section 2.07(b)(F).


“Leases” means any and all leases, subleases,
tenancies, options, concession agreements, rental agreements, occupancy
agreements, franchise agreements, access agreements and any other agreements
(including all amendments, extensions, replacements, renewals, modifications
and/or guarantees thereof), whether or not of record and whether now in
existence or hereafter entered into, affecting the use or occupancy of all or any
portion of any Real Property.


“Lender” has the meaning set forth in the
preamble to this Agreement.


“Lending Office” means, as to any Lender, the
office or offices of such Lender described as such in such Lender’s
Administrative Questionnaire, or such other office or offices as a Lender may
from time to time notify Borrower and the Administrative Agent.


“License Revocation” means the revocation,
failure to renew or suspension of, or the appointment of a receiver, supervisor
or similar official with respect to any casino, gambling, gaming or liquor
license issued by any Gaming Board or applicable Governmental Authority covering
any casino or gaming facility.


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


“Loan” means an extension of credit by a Lender
to a Borrower under Article II.


“Loan Documents” means this Agreement, each
Note, each Issuer Document, the Fee Letter, the Security Agreement, the Pledge
Agreement, the Mortgages, each Swap Contract, each Secured Cash Management
Agreement, the Hazardous Materials Indemnity, the Subordination Agreement, the
Security Interest Subordination Agreement, the Guaranty, the Cash Collateral
and Disbursement Agreement, each other Collateral Document and the
Intercreditor Agreement; 



 23
 









provided
that for purposes of the definition of “Material Adverse Effect” and Articles
IV through IX, “Loan Documents” shall not include Swap Contracts or
Secured Cash Management Agreements.


“Loan Parties” means, collectively, the
Borrowers and each Guarantor.


“Maintenance Capital Expenditures” means
Capital Expenditures for the maintenance, repair, restoration or refurbishment
of tangible property, but excluding any Capital Expenditures which adds
to or significantly improves any such property.


“Management Compensation” means any and all
fees, expenses and other monies due and payable, from time to time, by a
Borrower or any of its Restricted Subsidiaries to Millennium in the following
amounts:  (a) with respect to
Cannery, $1,000,000 per year, (b) with respect to the Rampart Casino,
$2,000,000 per year (c) with respect to the Nevada Palace/Cannery East, the
greater of $750,000 and 4% of such property’s EBITDA per fiscal year and
(d) with respect to the Temporary Meadows Casino, the Permanent Meadows
Casino or any other new venture following its opening, an amount, in the
aggregate, not to exceed 4% of such property’s EBITDA per fiscal year.


“Mandatory Payments” has the meaning specified
in Section 2.07(b).


“Material Adverse Effect” means (a) a material
adverse change in, or a material adverse effect upon, the operations, business,
properties, liabilities (actual or contingent) or condition (financial or
otherwise) of CCR and its Restricted Subsidiaries taken as a whole; (b) a
material impairment of the rights and remedies of the Administrative Agent or
any Lender under any Loan Document or the ability of any Loan Party to perform
its obligations under any Loan Document to which it is a party; or (c) a
material adverse effect upon the legality, validity, binding effect or
enforceability against any Loan Party of any Loan Document to which it is a
party.


“Material Contract” means, with respect to any
Person, each contract to which such Person is a party involving aggregate
consideration payable to or by such Person of $4.0 million or more in any year or otherwise material to
the business, condition (financial or otherwise), operations, performance,
properties or prospects of such Person.


“Maturity Date” means May 18, 2014; provided,
however, that if such date is not a Business Day, the Maturity Date
shall be the next preceding Business Day.


“Meadows Amounts” means the portion of
Consolidated EBITDA attributed to the Temporary Meadows Casino for the
applicable Measurement Period.


“Meadows Construction Disbursement Account” has
the meaning set forth in the Cash Collateral and Disbursement Agreement.


“Meadows Property” means the Meadows Racetrack
located on Racetrack Road in North Strabane Township, Washington County,
Pennsylvania, which comprises approximately 153.03 acres.



 24
 









“Measurement Period” means at any date of
determination, the most recently completed four fiscal quarters of the Borrower.


“Millennium” means Millennium Gaming, Inc., a
Nevada corporation, or an affiliate thereof.


“Moody’s” means Moody’s Investors Service, Inc.
and any successor thereto.


“Mortgages” has the meaning specified in Section
4.01(a)(iv).


“Mortgage Policies” has the meaning specified
in Section 4.01(a)(iv)(B).


“Mortgaged Property” shall mean (a) each Real
Property identified as a Mortgaged Property on Schedule 4.01(a)(iv) and
(b) each Real Property, if any, which shall be subject to a Mortgage delivered
after the Effective Date pursuant to Section 6.13.


“Multiemployer Plan” means any employee benefit
plan of the type described in Section 4001(a)(3) of ERISA, to which the
Borrowers or any ERISA Affiliate makes or is obligated to make contributions,
or during the preceding five plan years, has made or been obligated to make
contributions.


“Net Cash
Proceeds” means, to the extent remaining after any mandatory prepayments
pursuant to Section 2.07(b) of the First Lien Credit Agreement:


(a)           with
respect to the sale of any asset by CCR or any of its Restricted Subsidiaries,
the excess, if any, of (i) the sum of cash and cash equivalents received in connection
with such sale (including any cash received by way of deferred payment pursuant
to, or by monetization of, a note receivable or otherwise, but only as and when
so received) over (ii) the sum of (A) the principal amount of any Indebtedness
that is secured by such asset and that is required to be repaid in connection
with the sale thereof (other than Indebtedness under the Loan Documents), (B)
the out-of-pocket expenses incurred by CCR or any such Subsidiary in connection
with such sale and (C) income taxes reasonably estimated to be actually payable
within two years of the date of the relevant asset sale as a result of any gain
recognized in connection therewith; and


(b)           with
respect to the sale of any Equity Interest or Indebtedness by CCR or any of its
Restricted Subsidiaries, the excess of (i) the sum of the cash and cash equivalents
received in connection with such sale over (ii) the underwriting discounts and
commissions, fees and other out-of-pocket expenses, incurred by CCR or any such
Subsidiary in connection with such sale.


“Nevada Palace” means the Nevada Palace casino
which is located on Boulder Highway in Las Vegas, Nevada.


“Nevada Palace Lease” means that certain lease
agreement entered into between NP Land, LLC, as landlord, and Nevada Palace,
LLC, as tenant, pursuant to which NP Land leases all of the Real Property owned
by NP Land, LLC to Nevada Palace, LLC.



 25
 









“Nevada Palace, LLC” means Nevada Palace, LLC,
a Nevada limited liability company.


“Note” means a promissory note made by the
Borrowers in favor of a Lender or its assigns evidencing Loans made by such Lender,
substantially in the form of Exhibit H.


“NP” means Nevada Palace, Inc., a Nevada
corporation.


“NPL” means the National Priorities List under CERCLA.


“Obligations” means all advances to, and debts,
liabilities, obligations, covenants and duties of, any Loan Party arising under
any Loan Document or otherwise with respect to any Loan or of any Loan Party
arising under any Swap Contract with any Lender or Affiliate thereof, whether
direct or indirect (including those acquired by assumption), absolute or contingent,
due or to become due, now existing or hereafter arising and including interest
and fees that accrue after the commencement by or against any Loan Party or any
Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest
and fees are allowed claims in such proceeding.


“OCM” means OCM AcquisitionCo., LLC, a limited
liability company organized under the laws of Nevada.


“Officers’ Certificate” means a certificate
signed on behalf of CCR by the principal executive officer, principal financial
officer, treasurer or principal accounting officer, or manager or member of the
management committee of CCR, that meets the requirements of this Agreement.


“Operating” means, with respect to each
Project, that:


(1)           the
applicable Gaming Licenses shall have been granted and not been revoked or
suspended; and


(2)           the
applicable Project is open to the general public and operating in accordance
with applicable law in all material respects.


“Organization Documents” means, (a) with
respect to any corporation, the certificate or articles of incorporation and
the bylaws (or equivalent or comparable constitutive documents with respect to
any non-U.S. jurisdiction); (b) with respect to any limited liability company,
the certificate or articles of formation or organization and operating
agreement; and (c) with respect to any partnership, joint venture, trust or
other form of business entity, the partnership, joint venture or other applicable
agreement of formation or organization and any agreement, instrument, filing or
notice with respect thereto filed in connection with its formation or organization
with the applicable Governmental Authority in the jurisdiction of its formation
or organization and, if applicable, any certificate or articles of formation or
organization of such entity.


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



 26
 









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


“Participant” has the meaning specified in Section
10.06(d).


“PBGC” means the Pension Benefit Guaranty
Corporation.


“Pension Plan” means any “employee pension
benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a
Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or
maintained by the Borrowers or any ERISA Affiliate or to which the Borrowers or
any ERISA Affiliate contributes or has an obligation to contribute, or in the
case of a multiple employer or other plan described in Section 4064(a) of
ERISA, has made contributions at any time during the immediately preceding five
plan years.


“Permanent Meadows Casino” means the permanent
casino constructed in accordance with the Plans and Specifications on the
Meadows Property and containing approximately 3,000 slot machines (or such
other number of slot machines from time to time as are reasonably acceptable to
the Administrative Agent), and such numbers of tables and hotel rooms as may be
reasonably acceptable to Administrative Agent.


“Permitted Business” means any business
conducted by CCR and its Restricted Subsidiaries on the Effective Date and
other businesses reasonably related or ancillary thereto, and any business
activities not prohibited by Section 7.07(a) of the First Lien Credit
Agreement.


“Permitted Encumbrances” has the meaning specified in the Mortgages.


“Permitted Holders” means Mr. William Paulos,
Mr. William Wortman, OCM, any Affiliate or principal of the foregoing, or any
entity holding all of the equity interests of CCR, which entity is solely owned
by other Permitted Holders.


“Permitted Indebtedness” means each of the
following:


(1)           the
Incurrence by the Borrowers of Indebtedness under the First Lien Credit
Agreement and related First Lien Loan Documents (including, without limitation,
the Incurrence by the Borrowers or Restricted Subsidiaries of Guarantees
thereof) in an aggregate amount at any one time outstanding not to exceed
(a) $745,000,000  less the aggregate amount of any
mandatory prepayments of the obligations under the First Lien Credit Agreement
pursuant to Section 2.07(b)(A) thereof (or, in the event that the
successor First Lien Credit Agreement is refinanced, required under the
successor First Lien Credit Agreement), plus (b) Indebtedness
consisting of Obligations (as defined in the First Lien Credit Agreement) under
any Swap Contract permitted by the Intercreditor Agreement;


(2)           the
Incurrence of Existing Indebtedness;



 27
 









(3)           the
Incurrence by the Borrowers of Indebtedness represented by this Agreement
(including, without limitation, the Incurrence by Restricted Subsidiaries of
Guarantees thereof) and the Loan Documents entered into in connection herewith;


(4)           the
Incurrence by the Borrowers or any of its Restricted Subsidiaries of
Indebtedness represented by FF&E Financings, capital lease obligations,
mortgage financings or purchase money obligations, in each case, Incurred for
the purpose of financing all or any part of the purchase price or cost of
design, construction or improvement of property, plant or FF&E or other
works of improvement used in the business of CCR or such Restricted Subsidiary,
in an aggregate amount, including all Permitted Refinancing Indebtedness
Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to
this clause (4), not to exceed $45,000,000 at any time outstanding;


(5)           the
Incurrence by CCR or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used
to refund, refinance or replace Indebtedness (other than intercompany
Indebtedness) that was permitted by this Agreement to be Incurred under Section
7.03(a) or clauses (2), (3), (5) or (13) of this definition of “Permitted
Indebtedness”;


(6)           the
Incurrence by CCR or any of its Restricted Subsidiaries of intercompany
Indebtedness owing to and held by  CCR
or any of its Restricted Subsidiaries; provided,  however,
that:


(a)           such
Indebtedness must be unsecured and expressly subordinated to the prior payment
in full in cash of all Obligations with respect to the Loans, provided,  however, that intercompany
Indebtedness Incurred by CCR in connection with cash management transactions
done in the ordinary course of business need not be so subordinated;


(b)           (i) any
subsequent issuance or transfer of Equity Interests that results in any such
Indebtedness being held by a Person other than CCR or a Restricted Subsidiary
thereof and (ii) any sale or other transfer of any such Indebtedness to a
Person that is not either CCR or a Restricted Subsidiary thereof, shall be
deemed, in each case, to constitute an Incurrence of such Indebtedness by CCR
or such Restricted Subsidiary, as the case may be, that was not permitted by
this clause (6);


(7)           the
Incurrence by CCR or any of its Restricted Subsidiaries of Indebtedness in
respect of letters of credit, workers’ compensation claims, defined benefit plans,
self-insurance obligations, bankers’ acceptances, and performance and surety
bonds, all in the ordinary course of business;


(8)           the
Guarantee by CCR or a Restricted Subsidiary of Indebtedness of CCR or a
Restricted Subsidiary of CCR that was permitted to be Incurred by
Section 7.03(a) or by another provision of this definition of “Permitted
Indebtedness”;


(9)           the
Incurrence by CCR or any of its Restricted Subsidiaries of Hedging Obligations
that are Incurred for the purpose of fixing, hedging or swapping interest rate,




 28
 









commodity price or
foreign currency exchange rate risk (or to reverse or amend any such agreements
previously made for such purposes), and not for speculative purposes;


(10)         the
Incurrence by CCR or any of its Restricted Subsidiaries of Indebtedness arising
from agreements providing for indemnification, adjustment of purchase price or
similar obligations, or Guarantees or letters of credit, surety bonds or performance
bonds securing any obligations of CCR or any of its Restricted Subsidiaries
pursuant to such agreements, in any case Incurred in connection with the
disposition of any business, assets or Restricted Subsidiary (other than
Guarantees of Indebtedness Incurred by any Person acquiring all or any portion
of such business, assets or Restricted Subsidiary for the purpose of financing
such acquisition), so long as the amount does not exceed the gross proceeds
actually received by CCR or any Restricted Subsidiary thereof in connection
with such disposition;


(11)         the
Incurrence by CCR or any of its Restricted Subsidiaries of Indebtedness arising
from the honoring by a bank or other financial institution of a check, draft or
similar instrument drawn against insufficient funds in the ordinary course of
business, provided, however, that such
Indebtedness is extinguished within five Business Days of its Incurrence;


(12)         the
Incurrence by CCR or any of its Restricted Subsidiaries of Indebtedness
constituting reimbursement obligations with respect to letters of credit issued
in the ordinary course of business; provided that, upon the drawing of
such letters of credit or the Incurrence of such Indebtedness, such obligations
are reimbursed within 30 days following such drawing or Incurrence; and


(13)         so
long as the Projects have reached Completion and are Operating, the Incurrence
by CCR or any of its Restricted Subsidiaries of additional Indebtedness in an
aggregate amount at any time outstanding, including all Permitted Refinancing
Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred
pursuant to this clause (13), not to exceed $10,000,000.


“Permitted Investments” means:


(1)           any
Investment in CCR or in a Restricted Subsidiary of CCR;


(2)           any
Investment in Cash Equivalents;


(3)           any
Investment by CCR or any Restricted Subsidiary of CCR in a Person, if as a
result of such Investment:


(a)           such
Person becomes a Restricted Subsidiary of the Borrower; or


(b)           such
Person is merged, consolidated or amalgamated with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, CCR or a
Restricted Subsidiary of CCR;



 29
 









(4)           any
Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with Section 7.01;


(5)           any
acquisition of assets or Equity Interests solely in exchange for the issuance
of Equity Interests (other than Disqualified Equity) of the Borrower;


(6)           any
extension of credit in the ordinary course and any Investments received in
compromise or resolution of obligations of (a) trade creditors or customers
that were incurred in the ordinary course of business, including pursuant to
any plan of reorganization or similar arrangement upon the bankruptcy or
insolvency of any trade creditor or customer or (b) litigation, arbitration
or other similar disputes;


(7)           loans
and advances to officers, directors and employees in an aggregate amount not to
exceed $2,000,000 outstanding at any time;


(8)           Hedging
Obligations that are Incurred for the purpose of fixing, hedging or swapping
interest rate, commodity price or foreign currency exchange rate risk (or to
reverse or amend any such agreements previously made for such purposes), and
not for speculative purposes, and that do not increase the Indebtedness of the
obligor outstanding at any time other than as a result of fluctuations in
interest rates, commodity prices or foreign currency exchange rates or by
reason of fees, indemnifies and compensation payable thereunder;


(9)           stock,
obligations or securities received in satisfaction of judgments;


(10)         advances
to customers or suppliers in the ordinary course of business that are, in
conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits
on the balance sheet of CCR or its Restricted Subsidiaries and endorsements for
collection or deposit arising in the ordinary course of business;


(11)         commission,
payroll, travel and similar advances to officers and employees of CCR or any of
its Restricted Subsidiaries that are expected at the time of such advance
ultimately to be recorded as an expense in conformity with GAAP;


(12)         other
Investments in an Unrestricted Subsidiary having an aggregate Fair Market Value
(measured on the date each such Investment was made and without giving effect
to subsequent changes in value), when taken together with all other Investments
made pursuant to this clause (12) since the Effective Date, not to exceed
$40,000,000;


(13)         Investments
by CCR in an Unrestricted Subsidiary to the extent that CCR has substantially
concurrently received an equivalent amount of proceeds from the sale of Equity
Interests to Permitted Holders; provided that such Investments be made
exclusively to acquire, develop, manage or operate casinos, hotels and other
gaming assets and activities related thereto;


(14)         Investments
by CCR to a Permitted Holder to the extent that CCR has substantially
concurrently received an equivalent amount of proceeds from the sale of Equity
Interests to Permitted Holders; and


 



 30















(15)         Guarantees
that constitute Permitted Indebtedness.


“Permitted Liens” means:


(1)           Liens
securing the Loans and the Guarantees;


(2)           Liens
existing on the date hereof and listed on Schedule 7.01 and any renewals
or extensions thereof, provided that (i) the property covered thereby is
not changed, (ii) the amount secured or benefited thereby is not increased,
(iii) the direct or any contingent obligor with respect thereto is not changed,
and (iv) any renewal or extension of the obligations secured or benefited
thereby is permitted by clause (2) of the definition of “Permitted Indebtedness”;


(3)           Liens
for taxes, assessments or other governmental charges or levies not yet
delinquent or thereafter payable without penalty not yet due or which are being
contested in good faith and by appropriate actions, if adequate reserves with
respect thereto are maintained on the books of the applicable Person in
accordance, and to the extent required by, with GAAP;


(4)           carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens (i)
arising in the ordinary course of business which are not overdue for a period
of more than 60 days, or (ii) which are being contested in good faith and by appropriate
actions, if adequate reserves with respect thereto are maintained on the books
of the applicable Person, in accordance with, and to the extent required by,
GAAP or (iii) which have been bonded or which the Title Company has agreed to
insure over, in either case in a manner satisfactory to the Administrative Agent;


(5)           pledges
or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation,
other than any Lien imposed by ERISA;


(6)           deposits
to secure the performance of bids, trade contracts and leases (other than
Indebtedness), statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature incurred in the ordinary course of
business;


(7)           inchoate
Liens incident to construction or maintenance of real property; or Liens
incident to construction or maintenance of real property now or hereafter filed
of record for which adequate reserves have been set aside and which are being
contested in good faith by appropriate actions and have not proceeded to
judgment or which the Title Company has agreed to insure over, provided
that, by reason of nonpayment of the obligations secured by such Liens, no
material property is subject to a material risk of loss or forfeiture;


(8)           easements,
rights-of-way, restrictions and other similar encumbrances affecting Real
Property which, in the aggregate and which do not in any case materially detract
from the value of the property subject thereto or materially interfere with the
ordinary conduct of the business of the applicable Person;



 31
 









(9)           present
or future zoning laws and ordinances or other laws and ordinances restricting
the occupancy, use, or enjoyment of Real Property;


(10)         Liens
securing writs of attachments or similar instruments or judgments for the
payment of money not constituting an Event of Default under Section 8.01(h);


(11)         Permitted
Encumbrances;


(12)         Liens
to secure Indebtedness permitted under clause (4) of the definition of
Permitted Indebtedness; provided that (i) such Liens do not at any time
encumber any property other than the property financed by such Indebtedness and
(ii) the Indebtedness secured thereby does not exceed the cost or fair market
value, whichever is lower, of the property being acquired on the date of
acquisition;


(13)         subject
to the terms of the Intercreditor Agreement, Liens securing Indebtedness under
the First Lien Credit Agreement in an aggregate principal amount not to exceed
$745 million;


(14)         Liens
on accounts or amounts held in accounts for the Commonwealth of Pennsylvania as
specified in Section 1316 or Chapter 14 of the Pennsylvania Race Horse
Development and Gaming Act (Act 71 of 2004) (4 Pa. C.S.A. § 1401, et
seq.);


(15)         Liens
securing Permitted Refinancing Indebtedness; provided that such Liens do
not extend to any property or assets other than the property or assets that
secure the Indebtedness being refinanced;


(16)         Liens
in the form of restrictions on transfers of Equity Interst of CCR and its
Subsidiaries under Gaming Laws and required regulatory redemptions of such
Equity Interest under Gaming Laws;


(17)         Liens
on property or assets used to defease or to satisfy and discharge Indebtedness;
provided that (a) the Incurrence of such Indebtedness was not prohibited
by this Agreement and (b) such defeasance or satisfaction and discharge is not
prohibited by this Agreement;


(18)         Liens
securing Indebtedness Incurred pursuant to Section 7.03(a) in an aggregate
amount at any time outstanding, including all Permitted Refinancing Indebtedness
Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to Section
7.03(a), not to exceed $150,000,000; and


(19)         So
long as the projects have reached Completion and are Operating, Liens securing
obligations that do not exceed $10,000,000 at any one time outstanding.


“Permitted Refinancing Indebtedness” means any
Indebtedness of CCR or any of its Restricted Subsidiaries issued in exchange
for, or the net proceeds of which are used to extend, refinance, renew,
replace, defease or refund other Indebtedness of CCR or any of its Restricted
Subsidiaries (other than intercompany Indebtedness); provided that:



 32
 









(1)           the
amount of such Permitted Refinancing Indebtedness does not exceed the amount of
the Indebtedness so extended, refinanced, renewed, replaced, defeased or
refunded (plus all accrued and unpaid interest thereon and the amount of any
premium necessary to accomplish such refinancing and all fees, costs and expenses
incurred in connection therewith);


(2)           such
Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded;


(3)           if
the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded is subordinated in right of payment to the Loans, such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of
the Loans and is subordinated in right of payment to the Loans on terms at
least as favorable, taken as a whole, to the Lenders as those contained in the
documentation governing the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; and


(4)           if
the Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded is pari passu in right of payment with the
Loans, such Permitted Refinancing Indebtedness is pari passu with, or
subordinated in right of payment to, the Loans.


“Permitted Restricted Payments” means any of
the following Restricted Payments:


(1)           the
payment of any dividend or distribution within 60 days after the date of
declaration thereof, if at said date of declaration no Default or Event of
Default has occurred and remains continuing and such payment would have
complied with the provisions of this Agreement at said date;


(2)           the
payment of any dividend by a Restricted Subsidiary of CCR to the holders of its
Equity Interests on a pro rata basis;


(3)           if
no Default or Event of Default has occurred and remains continuing or would
result therefrom, the making of any Restricted Payment in exchange for, or out
of the net cash proceeds of the substantially concurrent sale (other than to a
Subsidiary of the Borrower) of, Equity Interests of CCR (other than
Disqualified Equity) or from the substantially concurrent cash contribution of
common equity capital to the Borrower; provided that the amount of any
such net cash proceeds that are utilized for any such redemption, repurchase,
retirement, defeasance or other acquisition shall be excluded from Section
7.02(c)(ii);


(4)           the
redemption, repurchase, retirement, defeasance or other acquisition of any
subordinated Indebtedness of CCR or any Restricted Subsidiary in exchange for,
or out of the net cash proceeds of a contribution to the common equity of CCR
or a substantially concurrent sale (other than to a Subsidiary of CCR) of,
Equity Interests (other than Disqualified Equity) of the Borrower; provided
that the amount of any such net cash proceeds 



 33
 









that are utilized for any
such redemption, repurchase, retirement, defeasance or other acquisition shall
be excluded from Section 7.02(c)(ii));


(5)           the
defeasance, redemption, repurchase or other acquisition of Indebtedness
subordinated to the Loans with the net cash proceeds from an Incurrence of
Permitted Refinancing Indebtedness;


(6)           Investments
acquired as a capital contribution to CCR, or in exchange for, or out of the
net cash proceeds of a substantially concurrent sale (other than to a Subsidiary
of CCR) of, Equity Interests (other than Disqualified Equity) of the Borrower; provided
that the amount of any such net cash proceeds that are utilized for any such
acquisition or exchange shall be excluded from Section 7.02(c)(ii);


(7)           the
repurchase of Equity Interests deemed to occur upon the exercise of options or
warrants to the extent that such Equity Interests represent all or a portion of
the exercise price thereof;


(8)           if
no Default or Event of Default has occurred and remains continuing or would
result therefrom, the repurchase, redemption or other acquisition or retirement
for value of any Equity Interests of CCR or any Restricted Subsidiary held by
any current or former director, officer, employee or consultant of CCR (or any
of its Restricted Subsidiaries) (a) upon the death, disability or termination
of employment of such director, officer, employee or consultant or to the
extent required pursuant to employee benefit plans, employment agreements or
consulting agreements entered into in the ordinary course of business, or (b)
pursuant to the terms of any employee equity subscription agreement, stock
option agreement or similar agreement entered into in the ordinary course of
business; provided that the aggregate price paid for all such
repurchased, redeemed, acquired or retired Equity Interests in any calendar
year shall not exceed $1,000,000;


(9)           for
so long as CCR is treated as a partnership or other substantially similarly
treated pass-through entity for United States federal income tax purposes, CCR shall
be permitted to make Restricted Payments to the Tax Recipients, in an amount
not to exceed the Tax Amount for the related period; provided, however,
that (i) prior to any distributions of Tax Amounts, CCR shall deliver an
Officers’ Certificate to the Administrative Agent to the effect that CCR is a
partnership or other substantially similarly treated pass-through entity, for
United States federal income tax purposes and (ii) at the time of such
distributions, the most recent audited financial statements of CCR required to
have been furnished pursuant to Section 6.01(a) reflect that CCR is
treated as a partnership or other substantially similarly treated pass-through
entity for United States federal income tax purposes for the period covered by
such financial statements; and provided  further that no such
Restricted Payment shall be made if the Administrative Agent shall have given
CCR notice of the existence and continuance of an Event of Default under Section
7.11(a) of the First Lien Credit Agreement;


(10)         Nevada
Palace, LLC may make lease payments to NP Land, LLC in an amount not to exceed
$2,600,000 (increased annually by the percentage increase in the 



 34
 









CPI from and after
December 31, 2006) in any calendar year in accordance with the Nevada
Palace Lease;


(11)         so
long as no Default or Event of Default has occurred and remains continuing or
would result therefrom, payment of (i) Management Compensation and (ii) other
amounts due to the management or members of the management committee or
equivalent governing body of CCR, in each case, to the extent permitted by Section
7.09;


(12)         the
redemption, repurchase, retirement or other acquisition of any Equity Interest
or Indebtedness of Borrower to the extent required by a Gaming Board or, if determined
in the good faith judgment of the management of a Borrower, to prevent the loss
or to secure the grant or establishment of any Gaming License or other right to
conduct lawful gaming operations;


(13)         CCR
shall be permitted to make Restricted Payments in amounts not to exceed the
aggregate amount of cash actually distributed by any Unrestricted Subsidiaries
to CCR or its Restricted Subsidiary;


(14)         if
no Default or Event of Default has occurred and remains continuing or would
result therefrom and so long as the Projects have reached Completion and are Operating,
other Restricted Payments in an aggregate amount not to exceed $10,000,000; and


(15)         so
long as (x) no Default or Event of Default shall have occurred and be
continuing at the time thereof or that would result therefrom and (y) the
Consolidated Total Leverage Ratio is less than (A) if prior to the Completion
of the Projects, 5.5x and (B) if on or after the Completion of the Projects,
5.0x, in each case on a pro forma basis after giving effect to the application
of the proceeds as set forth below, CCR may declare and make dividend payments
to any direct owner of CCR’s Equity Interest in an aggregate amount not to
exceed 25% of the Net Cash Proceeds received by CCR from the concurrent sale of
its Equity Interest to non-affiliated third-parties; provided that 25%
of such Net Cash Proceeds shall have been first used to mandatorily prepay the
Loans; provided, further, however that solely after the
Completion of the Projects and so long as clause (x) and (y)(B) above are
satisfied, CCR may declare and make dividend payments to any direct owner of
CCR’s Equity Interest in an aggregate amount in excess of 25%, but not more
than 50%, of the Net Cash Proceeds received by CCR from the concurrent sale of
its Equity Interest to non-affiliated third-parties; provided an
equivalent percentage of such Net Cash Proceeds shall have been first used to
mandatorily prepay the Loans.


Notwithstanding the
foregoing clause (g), so long as (x) no Default or Event of Default shall have
occurred and be continuing at the time thereof or that would result therefrom
and (y) 0% of any Net Cash Proceeds are required to prepay Loans in accordance
with Section 2.07(b)(B), CCR may declare and make dividend payments to any
direct owner of CCR’s Equity Interest in an aggregate amount not to exceed 50%
of the Net Cash Proceeds received by CCR from the concurrent sale of its Equity
Interest to non-affiliated third-parties.



 35
 









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


“Plan” means any “employee benefit plan” (as
such term is defined in Section 3(3) of ERISA) established by the Borrowers or,
with respect to any such plan that is subject to Section 412 of the Code or
Title IV of ERISA, any ERISA Affiliate.


“Plans and Specifications” means, with respect
to each Project, all plans, specifications, design documents, schematic
drawings and related items for the design, architecture and construction of
such Project that are prepared by CCR’s architect and approved by the Construction
Consultant and, in each case, all amendments and modifications thereof approved
by the Administrative Agent.


“Platform” has the meaning specified in Section
6.02.


“Pledge Agreement” means the pledge agreement
substantially in the form of Exhibit K and executed and delivered
pursuant to Section 6.27, as such agreement may be amended, supplemented,
restated or otherwise modified from time to time.


“Pledged Debt” means “Intercompany Debt” as
defined in the Security Agreement.


“Pledged Equity” means “Pledged Securities” as defined in
the Security Agreement.


“Preferred Equity” means, with respect to any
Person, any Equity Interests of such Person that have preferential rights to
any other Equity Interests of such Person with respect to dividends or redemptions
upon liquidation.


“Projected Free Cash Flow” means as of the last
day of any fiscal quarter, the product of (a) Consolidated EBITDA for the
fiscal quarter ending on such date minus Maintenance Capital
Expenditures, permitted tax distributions, any Management Fee, Consolidated
Interest Charges, any increase (or plus any decrease) in CCR’s consolidated
working capital and principal payments during such period times (b) the number
of fiscal quarters from such date through and including the date of Completion.


“Projects” means, collectively, the
construction of (a) Cannery East, (b) the Temporary Meadows Casino and (c) the
Permanent Meadows Casino, in each case, in accordance with the applicable Plans
and Specifications, Timetable and Budget approved by the Construction Consultant
for such Projects, each, individually, a “Project”.


“Pro Rata Share” means, on the Effective Date,
and with respect to each Lender, the percentage of the Commitment held by that
Lender as of that date and after the Effective Date, a fraction (expressed as a
percentage, carried out to the ninth decimal place), the numerator of which is
the amount of Loans of such Lender and the denominator of which is the Outstanding
Amount of all Loans.


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



 36
 









“Public Lender” has the meaning specified in Section
6.02.


“Racing Services Agreement” means the Racing
Services Agreement dated as of July 26, 2006, by and among Racing Services
Operator and the Guarantors.


“Racing Services Operator” means MEC
Pennsylvania Racing Services, Inc. in such capacity pursuant to the Racing
Services Agreement.


“Rampart” means Rampart Resort Management, LLC,
a Nevada limited liability company.


“Rampart Casino” means the Rampart Casino which
is leased by Rampart and located in Summerlin, Nevada.


“Rampart Lease” means that certain sublease
agreement dated as of April 1, 2002 by and between Hotspur Casinos Nevada,
Inc., as lessor, and Rampart, as lessee, in respect of the Rampart Casino, as
the same may be amended pursuant to Section 7.08 hereof.


“Real Property” means, collectively, all right,
title and interest (including any leasehold, mineral or other estate) in and to
any and all parcels of or interests in real property owned, leased or operated
by any Person, whether by lease, license or other means, together with, in each
case, all easements, hereditaments and appurtenances relating thereto, all
improvements and appurtenant fixtures and equipment, all general intangibles
and contract rights and other property and rights incidental to the ownership,
lease or operation thereof.


“Register” has the meaning specified in Section
10.06(c).


“Registered Public Accounting Firm” has the
meaning specified in the Securities Laws and shall be independent of CCR as
prescribed by the Securities Laws.


“Reinvestment Period” means, in respect of each
Asset Sale or the receipt by Borrower and its Restricted Subsidiaries of the
Net Proceeds of any casualty insurance, condemnation, eminent domain or similar
takings, a period of 360 days following the consummation of such Asset Sale or
the date upon which it receives such Net Proceeds.


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


“Replacement Assets” means (1) non-current
assets that shall be used or useful in a Permitted Business, (2) hard and soft
costs related to works of improvement in respect of a Permitted Business, (3)
substantially all the assets of a Permitted Business or a majority of the
Equity Interests of any Person engaged in a Permitted Business that shall
become on the date of acquisition thereof a Restricted Subsidiary, (4) capital
expenditures permitted by Section 7.12 of the First Lien Credit
Agreement or (5) Investments permitted by Section 7.02(a)(i) of the
First Lien Credit Agreement.



 37
 









“Reportable Event” means any of the events set
forth in Section 4043(c) of ERISA, other than events for which the 30 day
notice period has been waived.


“Request for Credit Extension” means a
submission of a Committed Loan Notice.


“Required Lenders” means, as of any date of
determination, Lenders having more than 50% of the sum of all Loans
outstanding.


“Reserves” means, collectively, the Cannery
East Construction Disbursement Account, the Meadows Construction Disbursement
Account and the Construction Reserve Account, each, individually, a “Reserve”.


“Responsible Officer” means the chief executive
officer, president, chief financial officer, treasurer, assistant treasurer,
managing member, management committee member or manager of a Loan Party and any
other officer of the applicable Loan Party so designated by any of the
foregoing officers in a notice to the Administrative Agent.  Any document delivered hereunder that is
signed by a Responsible Officer of a Loan Party shall be conclusively presumed
to have been authorized by all necessary corporate, partnership and/or other
action on the part of such Loan Party and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Loan Party.


“Restricted Investment” means an Investment
other than a Permitted Investment.


“Restricted Payment” means any transaction
pursuant to which CCR or any of its Restricted Subsidiaries, directly or
indirectly:


(a)           declares
or pays (without duplication) any dividend or makes any other payment or
distribution on account of CCR’s or any of its Restricted Subsidiaries’ Equity
Interests (including, without limitation, any payment in connection with any
merger or consolidation involving CCR or any of its Restricted Subsidiaries) or
to the direct or indirect holders of CCR’s or any of its Restricted
Subsidiaries’ Equity Interests in their capacity as such (other than dividends,
payments or distributions (x) payable in Equity Interests (other than
Disqualified Equity) of CCR or (y) to CCR or a Restricted Subsidiary of CCR);


(b)           purchases,
redeems or otherwise acquires or retires for value (including, without
limitation, in connection with any merger or consolidation involving CCR or any
of its Restricted Subsidiaries) any Equity Interests of CCR, any Restricted Subsidiary
thereof, or any direct or indirect parent of CCR;


(c)           makes any payment on or with respect to, or
purchases, redeems, defeases or otherwise acquires or retires for value any
Indebtedness that is subordinated to the Loans, except (x) a scheduled payment
of interest or a payment of principal at the Stated Maturity thereof or (y) the
purchase, repurchase or other acquisition of any such Indebtedness in
anticipation of satisfying a sinking fund obligation, principal installment or
final maturity, in each case due within one year of the date of such purchase,
repurchase or other acquisition; or



 38
 









(d)           makes
any Restricted Investment.


“Restricted Subsidiary” means each Subsidiary
of CCR that is not an Unrestricted Subsidiary.


“Sale and Leaseback Transaction” means, with
respect to any Person, any transaction involving any of the assets or
properties of such Person whether now owned or hereafter acquired, whereby such
Person sells or otherwise transfers such assets or properties and then or
thereafter leases such assets or properties or any part thereof or any other assets
or properties which such Person intends to use for substantially the same
purpose or purposes as the assets or properties sold or transferred.


“Sarbanes-Oxley” means the Sarbanes-Oxley Act
of 2002.


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


“Secured Cash Management Agreement” means any
Cash Management Agreement that is entered into by and between the Borrowers and
any Cash Management Bank.


“Secured
Hedge Agreement”
means any interest rate Swap Contract required
or permitted under Article VI or VII that is entered into
by and between the Borrowers and any Hedge Bank.


“Secured Parties” means, collectively, the
Administrative Agent, the Collateral Agent, the Control Agent, the Lenders, the
Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by
the Administrative Agent from time to time pursuant to Section 9.05, and
the other Persons the Obligations owing to which are or are purported to be secured
by the Collateral under the terms of the Collateral Documents.


“Securities Laws” means the Securities Act of
1933, the Securities Exchange Act of 1934, Sarbanes-Oxley and the applicable
accounting and auditing principles, rules, standards and practices promulgated,
approved or incorporated by the SEC or the Public Company Accounting Oversight
Board, as each of the foregoing may be amended and in effect on any applicable
date hereunder.


“Security Agreement” means the second lien
security agreement in substantially the form of Exhibit I executed and
delivered pursuant to Section 4.01(a)(iii), as such agreement may be amended,
supplemented, restated or otherwise modified from time to time.


 “Significant Subsidiary” means (i) each
Restricted Subsidiary (including such Restricted Subsidiary’s interest in its
direct and indirect Restricted Subsidiaries) of CCR that


(a)           is
designated with an asterisk in Schedule 5.13;


(b)           accounted
for at least 5% of consolidated revenues of CCR and its Restricted Subsidiaries
or 5% of Consolidated EBITDA of CCR and its Restricted Subsidiaries in each
case for the four fiscal quarters of CCR ending on the last day of the last fiscal




 39
 









quarter of CCR immediately
preceding the date as of which any such determination is made; or


(c)           has
assets which represent at least 5% of the consolidated assets of CCR and its
Restricted Subsidiaries as of the last day of the last fiscal quarter of CCR
immediately preceding the date as of which any such determination is made,


all of which, with respect to clauses (b) and (c),
shall be as reflected on the financial statements of CCR for the period, or as
of the date, in question, adjusted for the pro forma effect of any Restricted
Subsidiary acquired (or disposed of) by CCR during such period or concurrently
with the date as of which such determination is made and (ii) any group of
Restricted Subsidiaries (which are not Guarantors) that, taken together, would
constitute a Significant Subsidiary.  No
Unrestricted Subsidiary shall ever be a Significant Subsidiary.


“Solvent” and “Solvency” mean, with
respect to any Person on any date of determination, that on such date (a) the
fair value of the property of such Person is greater than the total amount of
liabilities, including contingent liabilities, of such Person, (b) the present
fair salable value of the assets of such Person is not less than the amount
that will be required to pay the probable liability of such Person on its debts
as they become absolute and matured, (c) such Person does not intend to, and
does not believe that it will, incur debts or liabilities beyond such Person’s
ability to pay such debts and liabilities as they mature, (d) such Person is
not engaged in business or a transaction, and is not about to engage in
business or a transaction, for which such Person’s property would constitute an
unreasonably small capital, and (e) such Person is able to pay its debts and
liabilities, contingent obligations and other commitments as they mature in the
ordinary course of business.  The amount
of contingent liabilities at any time shall be computed as the amount that, in
the light of all the facts and circumstances existing at such time, represents
the amount that can reasonably be expected to become an actual or matured
liability.


“SPC” has the meaning specified in Section
10.06(h).


“Stated Maturity” means, with respect to any
installment of interest or principal on any series of Indebtedness, the date on
which such payment of interest or principal was scheduled to be paid in the
original documentation governing such Indebtedness, and shall not include any
contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.


“Subordinated Debt” means all unsecured
Indebtedness of CCR for money borrowed, the terms of which shall require no
principal payments thereon prior to the six month anniversary of the Maturity
Date and shall otherwise be reasonably satisfactory to the Required Lenders and
which shall be subordinated, upon terms reasonably satisfactory to the Required
Lenders, in right of payment to the payment in full in cash of all Obligations.


“Subordination Agreement” means that certain
subordination agreement executed and delivered pursuant to Section
4.01(a)(xx), as such agreement may be amended, supplemented, restated or
otherwise modified from time to time.


“Subsidiary” of a Person means a corporation,
partnership, joint venture, limited liability company or other business entity
of which a majority of the shares of securities or other interests 


 



 40















having ordinary voting power for the election of
directors or other governing body (other than securities or interests having
such power only by reason of the happening of a contingency) are at the time
beneficially owned by such Person. 
Unless otherwise specified, all references herein to a “Subsidiary” or
to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of CCR.


“Swap Contract” means (a) any and all rate swap
transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward commodity contracts,
equity or equity index swaps or options, bond or bond price or bond index swaps
or options or forward bond or forward bond price or forward bond index
transactions, interest rate options, forward foreign exchange transactions, cap
transactions, floor transactions, collar transactions, currency swap
transactions, cross-currency rate swap transactions, currency options, spot
contracts, or any other similar transactions or any combination of any of the
foregoing (including any options to enter into any of the foregoing), whether
or not any such transaction is governed by or subject to any master agreement,
and (b) any and all transactions of any kind, and the related confirmations,
which are subject to the terms and conditions of, or governed by, any form of
master agreement published by the International Swaps and Derivatives
Association, Inc., any International Foreign Exchange Master Agreement, or any
other master agreement (any such master agreement, together with any related
schedules, a “Master Agreement”), including any such obligations or
liabilities under any Master Agreement.


“Swap Termination Value” means, in respect of
any one or more Swap Contracts, after taking into account the effect of any
legally enforceable netting agreement relating to such Swap Contracts, (a) for
any date on or after the date such Swap Contracts have been closed out and termination
value(s) determined in accordance therewith, such termination value(s), and (b)
for any date prior to the date referenced in clause (a), the amount(s)
determined as the mark-to-market value(s) for such Swap Contracts, as
determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Swap Contracts (which may
include a Lender or any Affiliate of a Lender).


“Syndication Agent” means Merrill Lynch,
Pierce, Fenner & Smith Incorporated as syndication agent under any of the
Loan Documents, or any successor syndication agent.


“Synthetic Lease Obligation” means the monetary
obligation of a Person under (a) a so-called synthetic, off-balance sheet
or tax retention lease, or (b) an agreement for the use or possession of
property creating obligations that do not appear on the balance sheet of such
Person but which, upon the insolvency or bankruptcy of such Person, would be
characterized as the indebtedness of such Person (without regard to accounting
treatment).


“Tax Amount” means, with respect to any period,
an amount equal to (i) the lowest aggregate amount of distributions to the Tax
Recipients (based on pro rata distributions to such Tax Recipients) such that
each Tax Recipient receives an amount sufficient to equal (x) the amount of
taxable income allocated to such Tax Recipient in respect of such period
(taking into account any Code § 704(c) items and annualizing the estimated
taxable income (excluding extraordinary items, which shall be taken into
account separately) for distributions with respect to periods of less than a
fiscal year), multiplied by (y) the highest maximum combined marginal federal,
state and local income tax rates to which any Tax Recipient may be subject
(taking into account the deductibility of state income tax for federal income
tax purposes), plus (ii) an additional amount



 41
 









(distributed to Tax Recipients pursuant to the
operating agreement of CCR) such that, after giving effect to distributions of
such additional amount, each Tax Recipient will satisfy the safe harbor for estimated
tax payments based on prior year tax liability under Code §§ 6654 or 6655 (and
analogous state or local provisions) assuming that each Tax Recipient, only
income were from CCR.


“Taxes” means all present or future taxes,
levies, imposts, duties, deductions, withholdings, assessments, fees or other
charges imposed by any Governmental Authority, including any interest,
additions to tax or penalties applicable thereto.


“Tax Recipient” means each direct or indirect
equityholder of CCR that is required to report and pay federal income taxes with
respect to taxable income of CCR or any of its Subsidiaries that is directly or
indirectly allocated to such Person, and each of his or her or its successors
and assigns.


“Temporary Meadows Casino” means the temporary
casino constructed in accordance with the Plans and Specifications on the
Meadows Property and containing approximately 1,800 slot machines.


“Timetable” means the schedule for construction
and Completion of each of the Projects which has been prepared by CCR and
approved by the Construction Consultant.


“Title Company” means Commonwealth Land Title
Insurance Company or such other title insurance company as may be reasonably
acceptable to the Administrative Agent.


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


“Transaction” means all of the following:  (i) the refinancing of Indebtedness
under the Existing Credit Agreements, (ii) the funding of
$240 million (from the Delayed Draw Amount) into the Cannery East
Construction Disbursement Account, (iii) the funding of $45 million (from the
Delayed Draw Amount) into the Meadows Construction Disbursement Account, (iv)
the funding of $15 million into the Construction Reserve Account, and (v) the
payment of the costs and expenses related to the Transaction, CCR or any of its
Restricted Subsidiaries.


“Type” means, with respect to a Committed Loan,
its character as a Base Rate Loan or a Eurodollar Rate Loan.


“UCC” means the Uniform Commercial Code as in
effect in the State of New York; provided that, if perfection or the
effect of perfection or non-perfection or the priority of any security interest
in any Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of New York, “UCC” means the Uniform
Commercial Code as in effect from time to time in such other jurisdiction for
purposes of the provisions hereof relating to such perfection, effect of
perfection or non-perfection or priority.


“Unfunded Pension Liability” means the excess
of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA,
over the current value of that Pension Plan’s assets, determined in accordance
with the assumptions used for funding the Pension Plan pursuant to Section 412
of the Code for the applicable plan year.



 42
 









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


“Unrestricted Subsidiary” means any Subsidiary
of CCR designated as an Unrestricted Subsidiary in accordance with Section
6.26.


“Unsecured Indebtedness” means Indebtedness
that is not secured by any Lien.


“Venture” means any casino, hotel,
casino/hotel, resort, resort/hotel, riverboat, riverboat/dockside casino, horse
racing track, entertainment center or similar facility (or any site or proposed
site for any of the foregoing), and any and all reasonably related businesses necessary
for, in support, furtherance or anticipation of and/or ancillary to or in
preparation for, any such business, including off-track betting facilities and
golf courses.


“Weighted Average Life to Maturity” means, when
applied to any Indebtedness at any date, the number of years obtained by
dividing:


(a)           the
sum of the products obtained by multiplying (i) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments
of principal, including payment at final maturity, in respect thereof, by (ii)
the number of years (calculated to the nearest one-twelfth) that shall elapse
between such date and the making of such payment; by


(b)           the
then outstanding principal amount of such Indebtedness.


“Wholly Owned Restricted Subsidiary” of any
specified Person means a Restricted Subsidiary of such Person all of the
outstanding Equity Interests or other ownership interests of which (other than
directors’ qualifying shares) shall at the time be owned by such Person or by
one or more Wholly Owned Restricted Subsidiaries of such Person.


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


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



 43
 









Document in
which such references appear, (v) any reference to any law shall include all
statutory and regulatory provisions consolidating, amending, replacing or
interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or
supplemented from time to time, and (vi) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.


(b)           In the computation of periods of time from a specified
date to a later specified date, the word “from” means “from and
including”, the words “to” and “until” each mean “to but
excluding”; and the word “through” means “to and including.”


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


1.03        Accounting
Terms.


(a)           Generally. 
All accounting terms not specifically or completely defined herein shall
be construed in conformity with, and all financial data (including financial
ratios and other financial calculations) required to be submitted pursuant to
this Agreement not specifically or completely defined herein shall be prepared
in conformity with, GAAP applied on a consistent basis, as in effect from time
to time, applied in a manner consistent with that used in preparing the Audited
Financial Statements, except as otherwise specifically prescribed
herein.


(b)           Changes in GAAP. 
If at any time any change in GAAP would affect the computation of any financial
ratio or requirement set forth in any Loan Document, and either CCR or the
Required Lenders shall so request, the Administrative Agent, the Lenders and
CCR shall negotiate in good faith to amend such ratio or requirement to
preserve the original intent thereof in light of such change in GAAP (subject
to the approval of the Required Lenders); provided that, until so
amended, (i) such ratio or requirement shall continue to be computed in accordance
with GAAP prior to such change therein and (ii) CCR shall provide to the Administrative
Agent and the Lenders financial statements and other documents required under
this Agreement or as reasonably requested hereunder setting forth a
reconciliation between calculations of such ratio or requirement made before
and after giving effect to such change in GAAP.


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


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


1.05        [Reserved]



 44
 









ARTICLE
II.

THE COMMITMENTS AND CREDIT EXTENSIONS


2.01        Committed
Loans.


(a)           Subject to the terms and conditions set forth herein, each
Lender severally agrees to lend to the Borrowers its Pro Rata Share of the
Commitment (each individually, a “Loan” and, collectively, the “Loans”).  Subject to Section 2.14, the Loans
shall be made by the Lenders on the Effective Date and shall be made by the
Lenders simultaneously and proportionately to their respective Pro Rata Shares
and in accordance with the limitations described in this clause (a), it being
understood that no Lender shall be responsible for any failure by any other
Lender to perform its obligation to make any Loan hereunder nor shall the
Commitment of any Lender be increased or decreased as a result of any such
failure.  Loans made on the Effective
Date shall not exceed for any Lender the Commitment of such Lender.  Amounts prepaid or repaid in respect of Loans
may not be reborrowed.


(b)           [Reserved]


2.02        Borrowings,
Conversions and Continuations of Committed Loans.


(a)           Each Loan, each conversion of Loans from one Type to the
other, and each continuation of Eurodollar Rate Loans shall be made upon the
Borrowers’ irrevocable notice to the Administrative Agent, which may be given
by telephone.  Each such notice must be
received by the Administrative Agent not later than 11:00 a.m. (i) three
Business Days prior to the requested date of any Borrowing of, conversion to or
continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate
Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of
Base Rate Loans.  Each telephonic notice
by the Borrowers pursuant to this Section 2.02(a) must be confirmed
promptly by delivery to the Administrative Agent of a written Committed Loan
Notice, appropriately completed and signed by a Responsible Officer of the
Borrowers.  Each Borrowing of, conversion
to or continuation of Eurodollar Rate Loans shall be in a principal amount of
$2,000,000 or a whole multiple of $1,000,000 in excess thereof.  Except as provided in Sections 2.03(c)
and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be
in a principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof.  Each Committed Loan Notice
(whether telephonic or written) shall specify (i) whether the Borrowers are
requesting a Committed Borrowing, a conversion of Loans from one Type to the
other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of
the Borrowing, conversion or continuation, as the case may be (which shall be a
Business Day), (iii) the principal amount of Loans to be borrowed, converted or
continued, (iv) the Type of Committed Loans to be borrowed or to which existing
Loans are to be converted, (v) the Borrower that will receive the proceeds
of the Borrowing and (vi) if applicable, the duration of the Interest
Period with respect thereto.  If the Borrowers
fail to specify a Type of Loan in a Committed Loan Notice or if the Borrowers
fail to give a timely notice requesting a conversion or continuation, then new
borrowings of applicable Loans shall be made as Base Rate Loans and previously
outstanding Loans will continue as the same Type with an Interest Period of one
month.  If the Borrowers request a
Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any
such Committed Loan Notice, but fail to specify an Interest Period, they will
be deemed to have specified an Interest Period of one month.



 45
 









(b)           Following receipt of a Committed Loan Notice, the
Administrative Agent shall promptly notify each Lender that holds a Commitment
for the type of Loan requested of the amount of its Pro Rata Share of the applicable
Loans, and if no timely notice of a conversion or continuation is provided by
the Borrowers, the Administrative Agent shall notify each applicable Lender of
the details of any automatic continuation of Loans described in the preceding
subsection.  In the case of a Committed
Borrowing, each Lender that holds a Commitment for the type of Loan requested
shall make the amount of its Loan available to the Administrative Agent in
immediately available funds at the Administrative Agent’s Office not later than
1:00 p.m. on the Business Day specified in the applicable Committed Loan
Notice.  Upon satisfaction of the applicable
conditions set forth in Section 4.01, the Administrative Agent shall
make all funds so received available to the Borrowers in like funds as received
by the Administrative Agent by crediting an account of the Borrowers on the
books of the Administrative Agent with the amount of such funds.


(c)           Except as otherwise provided herein, a Eurodollar Rate
Loan may be continued or converted only on the last day of an Interest Period
for such Eurodollar Rate Loan.  During
the existence of a Default, no Loans may be requested as, converted to or
continued as Eurodollar Rate Loans without the consent of the Lenders holding
more than 50% of the outstanding Loans.


(d)           The Administrative Agent shall promptly notify the
Borrowers and the Lenders funding such Loans of the interest rate applicable to
any Interest Period for Eurodollar Rate Loans upon determination of such
interest rate.  At any time that Base
Rate Loans are outstanding, the Administrative Agent shall notify the Borrowers
and the Lenders holding such Loans of any change in Bank of America’s prime
rate used in determining the Base Rate promptly following the public
announcement of such change.


(e)           After giving effect to all Loans, all conversions of Loans
from one Type to the other, and all continuations of Loans as the same Type,
there shall not be more than ten Interest Periods in effect with respect to the
Loans.


2.03        [Reserved]


2.04        [Reserved]


2.05        Prepayments.


(a)           The Borrowers may, upon notice to the Administrative
Agent, at any time voluntarily prepay Loans in whole or in part in accordance
with Section 2.05(b); provided that (i) such notice must be received
by the Administrative Agent not later than 11:00 a.m. (A) three Business
Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the
date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate
Loans shall be in a principal amount of $2,000,000 or a whole multiple of
$1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall
be in a principal amount of $100,000 or a whole multiple of $100,000 in excess
thereof or, in each case, if less, the entire principal amount thereof then outstanding.  Each such notice shall specify the date and
amount of such prepayment and the Type(s) of Loans to be prepaid.  The Administrative Agent will promptly notify
each Lender of its receipt of each such notice, and of the amount of such
Lender’s Pro Rata Share of such prepayment. 




 46
 









If such notice is given by the Borrowers, the
Borrowers shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein.  Any prepayment of a Eurodollar Rate Loan
shall be accompanied by all accrued interest on the amount prepaid, together
with any additional amounts required pursuant to Section 3.05.  Each such prepayment shall be applied to the
Loans in accordance with each Lender’s respective Pro Rata Share.  Once prepaid, Loans may not be reborrowed.


(b)           If CCR elects to make a repayment in accordance with Section
2.05(a), such repayment shall include accrued interest to the prepayment
date and a prepayment fee, which shall be equal to (i) 102% of the
principal amount of the Loans being prepaid, if such prepayment is made after
the Effective Date and on or prior to the 1st anniversary of the Effective
Date, (ii) 101% of the principal amount of the Loans being repaid, if such
repayment is made after the 1st anniversary of the Effective Date and on or
prior to the 2nd anniversary of the Effective Date, and (iii) 100% of the
principal amount of the Loans thereafter.


(c)           All prepayments of Loans shall be applied ratably to the
remaining installments of Loans, in accordance with Section 2.07(a).


2.06        [Reserved]


2.07        Repayment
of Loans.


(a)           [Reserved]


(b)           Effective only upon and after the date of the Discharge of
First Lien Obligations, CCR shall make mandatory payments (“Mandatory
Payments”) from the following sources:


(A)          If
the Borrowers or any Restricted Subsidiary consummates any Asset Sales, the
Borrowers shall make a mandatory prepayment of the Loans in the amount of such
Net Cash Proceeds by the Borrowers or such Restricted Subsidiary, except to the
extent that such Net Proceeds are applied to purchase Replacement Assets during
the Reinvestment Period.  To the extent
that such Net Proceeds are not applied to the purchase of Replacement Assets
during the Reinvestment Period then, at the end of the Reinvestment Period,
Borrower shall prepay the Loans in the amount of such unapplied Net Proceeds.


(B)           Upon
the sale by any Borrower or any Restricted Subsidiary of any of its Equity
Interests (exclusive of any Equity Interests sold to Permitted Holders), the
Borrowers shall make a mandatory prepayment of the Loans by the amount equal to
25% of the Net Cash Proceeds of such sale; provided that such amount
shall equal 0% of such Net Cash Proceeds so long as the Consolidated Total
Leverage Ratio is less than 4.5x (determined by reference to the most recent
Compliance Certificate delivered in accordance with Section 6.02(b).


(C)           For
each fiscal year, within five Business Days after financial statements have
been delivered pursuant to Section 6.01(a) and the related Compliance
Certificate has been delivered pursuant to Section 6.02(b), the
Borrowers shall make a mandatory prepayment of the Loans by an amount equal to
the applicable percentage of Excess Cash Flow for the fiscal year covered by
such financial statements as more particularly set 



 47
 









forth below.  Such percentage
shall be determined by reference to the Consolidated Total Leverage Ratio
reflected in such Compliance Certificate, as follows:




	
  Consolidated Total

  Leverage Ratio

  	
   

  	
  Percentage of

  Excess Cash Flow

  	
   

  
	
  Greater than or equal
  to 5.0x

  	
   

  	
  50

  	
  %

  
	
  Less than 5.0x
  but greater than or equal to 4.5x

  	
   

  	
  25

  	
  %

  
	
  Less than 4.5x

  	
   

  	
  0

  	
  %

  






 


(D)          Within
five Business Days after receipt thereof, the Borrowers shall make a mandatory
prepayment of the Loans by an amount equal to the Net Cash Proceeds received
from issuance of any Indebtedness (other than Indebtedness permitted under Section 7.03).


(E)           Within
five Business Days after receipt thereof, but subject to all terms of the Deeds
of Trust, the Borrowers shall make a mandatory prepayment of the Loans by an
amount equal to all net cash proceeds received by the Borrowers or any
Restricted Subsidiary from any condemnation awards or casualty losses net of
out-of-pocket expenses incurred in connection with such condemnation
proceedings or the adjustment of such casualty losses.


(F)           Within
five Business Days after receipt thereof, the Borrowers shall make a mandatory
prepayment of the Loans by an amount equal to 100% of the amount received
pursuant to Section 2.9 of the Rampart Lease (the “Lease Termination
Payment”); provided, however, that if such Lease Termination
Payment occurs prior to the Completion of the Projects, such Lease Termination
Payment shall instead be promptly deposited into the Construction Reserve
Account.


(G)           Within
five Business Days after receipt thereof, the Borrowers shall make a mandatory
prepayment of the Loans by an amount equal to 100% of the aggregate amount of
the funds remaining in the Reserves, upon the Completion of the Projects.


(c)           Amounts paid or prepaid pursuant to subsection (b) shall
be applied as follows:


(A)          So
long as no Event of Default has occurred and is continuing, the Lenders shall
apply such amounts to the pro rata payment of the outstanding principal amount
of the Loans.


(B)           After
an Event of Default has occurred and so long as such Event of Default is continuing,
all amounts received by the Lenders shall be applied first, to the costs and
expenses of protecting and preserving the security interests of the Lenders
under the Loan Documents, second, to the costs and expenses of protecting and
preserving the Collateral, third, to all other outstanding financial
Obligations due under this Agreement and the other Loan Documents (other than
principal and interest on the Loans), fourth, to the Lenders for accrued and
unpaid interest on the Loans and for all interest payments due to 



 48
 









them or their Affiliates
under any Swap Contracts, pro rata, fifth, to the pro rata payment of the
aggregate outstanding principal balance of the Loans and of the Swap
Termination Value due to any Lenders or their Affiliates under any Swap
Contracts and, after all outstanding amounts evidenced and secured by the Loan
Documents have been paid in full and the Loan Parties have performed their
obligations under the Loan Documents and the Commitments have terminated, the
balance, if any, shall be delivered to the Borrowers.


(C)           All
prepayments of Loans shall be applied to the ratable payment of the remaining installments
of Loans pursuant to this Section 2.07.


(d)           [Reserved]


(e)           [Reserved]


2.08        Interest.


(a)           Subject to the provisions of subsection (b) below,
(i) each Eurodollar Rate Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to
the Eurodollar Rate for such Interest Period plus the Applicable Rate;
and (ii) each Base Rate Committed Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate plus the Applicable Rate.


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


(ii) If
any amount (other than principal of any Loan) payable by the Borrowers under
any Loan Document is not paid when due, whether at stated maturity, by
acceleration or otherwise, then upon the request of the Required Lenders, such
amount shall thereafter bear interest at a fluctuating interest rate per annum
at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws.


(iii) Upon
the request of the Required Lenders, while any Event of Default exists, the
Borrowers shall pay interest on the principal amount of all outstanding
Obligations hereunder at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.


(iv)          Accrued
and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.


(c)           Interest on each Loan shall be due and payable in arrears
on each Interest Payment Date applicable thereto and at such other times as may
be specified herein.  Interest hereunder
shall be due and payable in accordance with the terms hereof before and after
judgment, and before and after the commencement of any proceeding under any
Debtor Relief Law.



 49
 









2.09        Fees.  In addition to certain fees described in
subsections (i) and (j) of Section 2.03:


(a)           The Borrowers shall pay to the Arrangers and the
Administrative Agent for their own respective accounts fees in the amounts and
at the times specified in the Fee Letter. 
Such fees shall be fully earned when paid and shall not be refundable
for any reason whatsoever.


(b)           The Borrowers shall pay to the Lenders such fees as shall
have been separately agreed upon in writing in the amounts and at the times so
specified.  Such fees shall be fully
earned when paid and shall not be refundable for any reason whatsoever.


2.10        Computation
of Interest and Fees. 
All computations of interest for Base Rate Loans when the Base Rate is
determined by Bank of America’s “prime rate” shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest
hereunder shall be made on the basis of a 360-day year and actual days elapsed
(which results in more fees or interest, as applicable, being paid than if computed
on the basis of a 365-day year). 
Interest shall accrue on each Loan for the day on which the Loan is
made, and shall not accrue on a Loan, or any portion thereof, for the day on
which the Loan or such portion is paid, provided that any Loan that is
repaid on the same day on which it is made shall, subject to Section 2.12(a),
bear interest for one day.  Each
determination by the Administrative Agent of an interest rate or fee hereunder
shall be conclusive and binding for all purposes, absent manifest error.


2.11        Evidence
of Debt.


(a)           The Credit Extensions made by each Lender shall be
evidenced by one or more accounts or records maintained by such Lender and by
the Administrative Agent in the ordinary course of business.  The accounts or records maintained by the
Administrative Agent and each Lender shall be conclusive absent manifest error
of the amount of the Credit Extensions made by the Lenders to the Borrowers and
the interest and payments thereon.  Any
failure to so record or any error in doing so shall not, however, limit or
otherwise affect the obligation of the Borrowers hereunder to pay any amount
owing with respect to the Obligations. 
In the event of any conflict between the accounts and records maintained
by any Lender and the accounts and records of the Administrative Agent in
respect of such matters, the accounts and records of the Administrative Agent
shall control in the absence of manifest error. 
Upon the request of any Lender made through the Administrative Agent, the
Borrowers shall execute and deliver to such Lender (through the Administrative
Agent) a Note, which shall evidence such Lender’s Loans in addition to such
accounts or records.  Each Lender may
attach schedules to its Note and endorse thereon the date, Type (if applicable),
amount and maturity of its Loans and payments with respect thereto.


(b)           [Reserved]


2.12        Payments
Generally; Administrative Agent’s Clawback.


(a)           General.  All
payments to be made by the Borrowers shall be made without condition or
deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise


 



 50















expressly provided herein, all payments by the Borrowers hereunder
shall be made to the Administrative Agent, for the account of the respective
Lenders to which such payment is owed, at the Administrative Agent’s Office in
Dollars and in immediately available funds not later than 2:00 p.m. on the
date specified herein.  The
Administrative Agent will promptly distribute to each Lender its Pro Rata Share
(or other applicable share as provided herein) of such payment in like funds as
received by wire transfer to such Lender’s Lending Office.  All payments received by the Administrative
Agent after 2:00 p.m. shall be deemed received on the next succeeding Business
Day and any applicable interest or fee shall continue to accrue.  If any payment to be made by the Borrowers
shall come due on a day other than a Business Day, payment shall be made on the
next following Business Day, and such extension of time shall be reflected in
computing interest or fees, as the case may be.


(b)           (i)  Funding by Lenders; Presumption by
Administrative Agent.  Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of
any Committed Borrowing of Eurodollar Rate Loans (or, in the case of any
Committed Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such
Committed Borrowing) that such Lender will not make available to the
Administrative Agent such Lender’s share of such Committed Borrowing, the
Administrative Agent may assume that such Lender has made such share available
on such date in accordance with Section 2.02 (or, in the case of a
Committed Borrowing of Base Rate Loans, that such Lender has made such share
available in accordance with and at the time required by Section 2.02)
and may, in reliance upon such assumption, make available to the Borrowers a
corresponding amount.  In such event, if
a Lender has not in fact made its share of the applicable Committed Borrowing
available to the Administrative Agent, then the applicable Lender and the
Borrowers severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount in immediately available funds with interest
thereon, for each day from and including the date such amount is made available
to the Borrowers to but excluding the date of payment to the Administrative
Agent, at (A) in the case of a payment to be made by such Lender, the greater
of the Federal Funds Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation and (B) in the
case of a payment to be made by the Borrowers, the interest rate applicable to
such Borrowing.  If the Borrowers and
such Lender shall pay such interest to the Administrative Agent for the same or
an overlapping period, the Administrative Agent shall promptly remit to the
Borrowers the amount of such interest paid by the Borrowers for such period.  If such Lender pays its share of the
applicable Committed Borrowing to the Administrative Agent, then the amount so
paid shall constitute such Lender’s Committed Loan included in such Committed
Borrowing and any amount previously repaid by the Borrowers shall be
redisbursed to the Borrowers.  Any
payment by the Borrowers shall be without prejudice to any claim the Borrowers
may have against a Lender that shall have failed to make such payment to the
Administrative Agent.


(ii) Payments
by Borrowers; Presumptions by Administrative Agent.  Unless the Administrative Agent shall have
received notice from the Borrowers prior to the date on which any payment is
due to the Administrative Agent for the account of the Lenders hereunder that
the Borrowers will not make such payment, the Administrative Agent may assume
that the Borrowers have made such payment on such date in accordance herewith
and may, in reliance upon such assumption, distribute to the Lenders the amount
due.  In such event, if the Borrowers
have not in fact made such payment, then each of the Lenders severally agrees
to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender, in immediately available 



 51
 









funds with interest thereon, for each day from and including the date
such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on
interbank compensation.


A notice of the Administrative Agent to any Lender or
the Borrowers with respect to any amount owing under this subsection (b) shall
be conclusive, absent manifest error.


(c)           Failure
to Satisfy Conditions Precedent.  If
any Lender makes available to the Administrative Agent funds for any Loan to be
made by such Lender as provided in the foregoing provisions of this Article
II, and such funds are not made available to the Borrowers by the
Administrative Agent because the conditions to the applicable Credit Extension
set forth in Article IV are not satisfied or waived in accordance with
the terms hereof, the Administrative Agent shall return such funds (in like
funds as received from such Lender) to such Lender, without interest.


(d)           Obligations
of Lenders Several.  The obligations
of the Lenders hereunder to make Loans and to make payments pursuant to Section
10.04(c) are several and not joint. 
The failure of any Lender to make any Loan, to fund any such participation
or to make any payment under Section 10.04(c) on any date required
hereunder shall not relieve any other Lender of its corresponding obligation to
do so on such date, and no Lender shall be responsible for the failure of any
other Lender to so make its Loan, to purchase its participation or to make its
payment under Section 10.04(c).


(e)           Funding
Source.  Nothing herein shall be
deemed to obligate any Lender to obtain the funds for any Loan in any
particular place or manner or to constitute a representation by any Lender that
it has obtained or will obtain the funds for any Loan in any particular place
or manner.


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


(i)      if any such participations or
subparticipations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations or subparticipations shall be rescinded
and the purchase price restored to the extent of such recovery, without
interest; and


(ii)     the provisions of this Section shall not be
construed to apply to (x) any payment made by the Borrowers pursuant to and in
accordance with the express terms of 



 52
 









this Agreement
or (y) any payment obtained by a Lender as consideration for the assignment of
or sale of a participation in any of its Loans to any assignee or participant,
other than to the Borrowers or any Subsidiary thereof (as to which the
provisions of this Section shall apply).


Each Loan Party consents to the foregoing and agrees,
to the extent it may effectively do so under applicable Law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against such Loan Party rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Loan
Party in the amount of such participation.


2.14        Increase
in Commitments.


(a)           Request
for Increase.  Provided there exists
no Default, upon notice to the Administrative Agent (which shall promptly
notify the Lenders), and subject to the terms of this Section 2.14, the
Borrowers may from time to time increase the Loans by an aggregate amount (for
all such requests) not exceeding $150,000,000, less the aggregate amount of (x)
any increase in the First Lien Loans pursuant to Section 2.14 of the First Lien
Credit Agreement and (y) any Indebtedness incurred under Section 7.03(g)
of the First Lien Credit Agreement (the “Increase Option Amount”); provided
that (i) any such increase shall be in a minimum amount of $50,000,000 (or the
difference between the initial request and the Increase Option Amount, if the
initial request was for an amount greater than $50,000,000), and (ii) the
Borrowers may make a maximum of two such increases.


(b)           Notification
by Administrative Agent; Additional Lenders.  The Administrative Agent shall notify CCR and
each Lender of the Lenders’ responses to each notice by the Borrowers to
increase the aggregate Loans hereunder; provided that any existing
Lender approached to provide all or a portion of the Increase Option Amount may
elect to decline, in its sole discretion, to provide such Increase Option
Amount. Any Lender not responding, in the time allotted per the notice by the
Borrowers, shall be deemed to have declined to increase its Revolving
Commitment and/or Term Loans, as the case may be.  Subject to the approval of the Administrative
Agent (which approval shall not be unreasonably withheld), CCR may invite
additional Eligible Assignees to become Lenders pursuant to a joinder agreement
in form and substance satisfactory to the Administrative Agent and its counsel.


(c)           Effective
Date and Allocations.  If the Loans
are increased in accordance with this Section 2.14, the Administrative Agent
and CCR shall determine the effective date (the “Increase Effective Date”)
and the final allocation of such increase. 
The Administrative Agent shall promptly notify CCR and the Lenders of
the final allocation of such increase and the Increase Effective Date.


(d)           Conditions
to Effectiveness of Increase.  As a
condition precedent to such increase, the Borrowers shall deliver to the
Administrative Agent a certificate of each Loan Party dated as of the Increase
Effective Date (in sufficient copies for each Lender) signed by a Responsible
Officer of such Loan Party (i) certifying and attaching the resolutions adopted
by such Loan Party approving or consenting to such increase, and (ii) in the
case of the Borrowers, certifying that, before and after giving effect to such
increase (on a pro forma basis), (A) the representations 



 53
 









and warranties contained in Article V
and the other Loan Documents are true and correct on and as of the Increase
Effective Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct
as of such earlier date, and except that for purposes of this Section 2.14,
the representations and warranties contained in subsections (a) and (b) of Section
5.05 shall be deemed to refer to the most recent statements furnished pursuant
to clauses (a) and (b), respectively, of Section 6.01, (B) no Default
exists, (C) immediately after giving effect to such Increase Option Amount on a
pro forma basis, the Borrowers shall be permitted to Incur at least $1.00 of
additional Indebtedness pursuant to the Consolidated Coverage Ratio test set
forth in Section 7.03(a) and (D) the applicable margins for the
Increase Option Amount shall be determined by CCR and the Lenders of the
Increase Option Amount.  The Borrowers
shall also pay any costs and expenses (including, without limitation,
reasonable attorney costs, title insurance premiums and filing fees) incurred
in connection with the increase of any Commitment pursuant to this Section
2.14.


(e)           Equal
and Ratable Benefit.  The Loans
established pursuant to this section shall constitute Loans under, and shall be
entitled to all the benefits afforded by, this Agreement and the other Loan
Documents, and shall, without limiting the foregoing, benefit equally and
ratably from the Guarantees and security interests created by the Collateral
Documents.  The Loan Parties shall take
any actions reasonably required by the Administrative Agent to ensure and/or
demonstrate that the Lien and security interests granted by the Security
Documents continue to be perfected under the UCC or otherwise after giving
effect to the establishment of any such increase Loans.


(f)            Conflicting
Provisions.  This Section shall
supersede any provisions in Section 2.13 or 10.01 to the contrary.


2.15        Joint
and Several Liability.


(a)           Each
Borrower agrees that it is jointly and severally liable to the Administrative
Agent and the Lenders for the payment of all Obligations arising under this
Agreement, and that such liability is independent of the obligations of the
other Borrowers.  Each obligation,
promise, covenant, representation and warranty in this Agreement shall be
deemed to have been made by, and be binding upon, each Borrower, unless this
Agreement expressly provides otherwise. 
The Administrative Agent and the Lenders may bring an action against any
Borrower, whether an action is brought against the other Borrowers.


(b)           Each
Borrower agrees that any release which may be given by the Administrative Agent
or the Lenders to the other Borrowers or any Guarantor will not release such Borrower
from its Obligations under this Agreement.


(c)           Each
Borrower waives, to the extent it may effectively do so under applicable Law,
any right to assert against the Administrative Agent or the Lenders any defense,
setoff or counterclaim it may have against the other Borrowers arising
hereunder, or claims which such Borrower may have against the other Borrowers
arising hereunder.


(d)           Each
Borrower waives, to the extent it may effectively do so under applicable Law,
any defense it may have against the Administrative Agent or the Lenders by
reason of any 



 54
 









other Borrower’s defense, disability, or release from liability, except
payment in full of the outstanding Obligations. 
The Administrative Agent and the Lenders can exercise their rights
against each Borrower even if any other Borrower or any other person no longer
is liable because of a statute of limitations or for other reasons.


(e)           Each
Borrower agrees that it is solely responsible for keeping itself informed as to
the financial condition of the other Borrowers and of all circumstances which
bear upon the risk of nonpayment.  Each
Borrower waives, to the extent it may effectively do so under applicable Law,
any right it may have to require the Administrative Agent and the Lenders to disclose
to such Borrower any information which the Administrative Agent and the Lenders
may now or hereafter acquire concerning the financial condition of the other
Borrowers.


(f)            Each
Borrower waives, to the extent it may effectively do so under applicable Law,
all rights to notices of default or nonperformance by any other Borrower under
this Agreement.  Each Borrower further
waives, to the extent it may effectively do so under applicable Law, all rights
to notices of the existence or the creation of new Indebtedness by any other Borrower
and all rights to any other notices to any party liable on any of the credit
extended under this Agreement.


(g)           The
Borrowers represent and warrant to the Administrative Agent and the Lenders
that each will derive benefit, directly and indirectly, from the collective
administration and availability of credit under this Agreement.  The Borrowers agree that the Administrative
Agent and the Lenders will not be required to inquire as to the disposition by
any Borrower of funds disbursed in accordance with the terms of this Agreement.


(h)           Until
all outstanding Obligations of the Borrowers to the Administrative Agent and
the Lenders under this Agreement have been paid in full and the Commitments of
the Lenders under this Agreement have been terminated, each Borrower, to the
extent it may effectively do so under applicable Law, (a) waives any right of
subrogation, reimbursement, indemnification and contribution (contractual,
statutory or otherwise), including without limitation, any claim or right of
subrogation under the Bankruptcy Code (Title 11, United States Code) or any
successor statute, which such Borrower may now or hereafter have against any
other Borrower with respect to the Obligations incurred under this Agreement;
and (b) waives any right to enforce any remedy which the Administrative Agent
or the Lenders now have or may hereafter have against any other Borrower, and
waives any benefit of, and any right to participate in, any security now or
hereafter held by the Administrative Agent or the Lenders.


(i)            Each
Borrower waives any right to require the Administrative Agent and the Lenders
to proceed against any other Borrower or any other person; proceed against or
exhaust any security; or pursue any other remedy.  Further, each Borrower consents to the taking
of, or failure to take, any action by the Administrative Agent and the Lenders
which might in any manner or to any extent vary the risks of the Borrowers
under this Agreement or which, but for this provision, might operate as a
discharge of the Borrowers.



 55
 









ARTICLE
III.

TAXES, YIELD PROTECTION AND ILLEGALITY


3.01        Taxes.


(a)           Payments
Free of Taxes.  Any and all payments
by or on account of any obligation of a Loan Party hereunder or under any other
Loan Document shall be made free and clear of and without reduction or
withholding for any Indemnified Taxes or Other Taxes, provided that if
the applicable Loan Party shall be required by applicable law to deduct any
Indemnified Taxes (including any Other Taxes) from such payments, then (i) the
sum payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section) the Administrative Agent or any Lender, as the case may be,
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the applicable Loan Party shall make such deductions
and (iii) the applicable Loan Party shall timely pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable law.


(b)           Payment
of Other Taxes by the Borrowers. 
Without limiting the provisions of subsection (a) above, the Borrowers
shall timely pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law.


(c)           Indemnification
by the Loan Parties.  The Loan
Parties shall indemnify the Administrative Agent and each Lender, within 30
days after demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section) paid by the
Administrative Agent or such Lender, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority; provided, however,
that the Loan Parties shall have no liability hereunder in respect of penalties,
interest and other liabilities attributable to any Indemnified Taxes or Other
Taxes if such penalties, interest or other liabilities are attributable to the
gross negligence or willful misconduct of the Administrative Agent or a
Lender.  A certificate as to the amount
of such payment or liability delivered to the applicable Loan Party by a Lender
(with a copy to the Administrative Agent), or by the Administrative Agent on
its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


(d)           Evidence
of Payments.  As soon as practicable
after any payment of Indemnified Taxes or Other Taxes by a Loan Party to a
Governmental Authority, such Loan Party 
shall deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such
payment reasonably satisfactory to the Administrative Agent.


(e)           Status
of Lenders.  Any Foreign Lender that
is entitled to an exemption from or reduction of withholding tax under the law
of the jurisdiction in which the Borrowers are resident for tax purposes, or
any treaty to which such jurisdiction is a party, with respect to payments
hereunder or under any other Loan Document shall deliver to the Borrowers (with
a copy to the Administrative Agent), at the time or times prescribed by
applicable law or reasonably requested 



 56
 









by the Borrowers or the Administrative Agent, such properly completed
and executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate of
withholding.  In addition, any Lender, if
requested by the Borrowers or the Administrative Agent, shall deliver such other
documentation prescribed by applicable law or reasonably requested by the
Borrowers or the Administrative Agent as will enable the Borrowers or the
Administrative Agent to determine whether or not such Lender is subject to
backup withholding or information reporting requirements.


Without limiting the generality of the foregoing, in
the event that the Borrowers are resident for tax purposes in the United
States, any Foreign Lender shall deliver to the Borrowers and the
Administrative Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which such Foreign Lender becomes a
Lender under this Agreement (and from time to time thereafter upon the request
of the Borrowers or the Administrative Agent, but only if such Foreign Lender
is legally entitled to do so), whichever of the following is applicable:


(i)      duly completed copies of Internal Revenue
Service Form W-8BEN claiming eligibility for benefits of an income tax treaty
to which the United States is a party,


(ii)     duly completed copies of Internal Revenue
Service Form W-8ECI,


(iii)    in the case of a Foreign Lender claiming the
benefits of the exemption for portfolio interest under Section 881(c) of the
Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of the Borrowers within the meaning of Section 881 (c)(3)(B) of
the Code, or (C) a “controlled foreign corporation” described in Section
881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue
Service Form W-8BEN, or


(iv)    any other form prescribed by applicable law
as a basis for claiming exemption from or a reduction in United States Federal
withholding tax duly completed together with such supplementary documentation
as may be prescribed by applicable law to permit the Borrowers to determine the
withholding or deduction required to be made.


(f)            Treatment
of Certain Refunds.  If the
Administrative Agent or any Lender determines, in its sole discretion, that it has
received a refund of any Taxes or Other Taxes as to which it has been
indemnified by a Loan Party or with respect to which a Loan Party has paid additional
amounts pursuant to this Section, it shall pay to the applicable Loan Party an
amount equal to such refund (but only to the extent of indemnity payments made,
or additional amounts paid, by the Loan Party under this Section with respect
to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Lender, as the case
may be, and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund), provided that the
Loan Parties, upon the request of the Administrative Agent or such Lender, agree
to repay the amount paid over to the Loan Parties  (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to the Administrative
Agent or such Lender in the event the Administrative Agent or such Lender is
required to repay such refund to such Governmental Authority.  This subsection shall not be construed to
require the Administrative Agent or any Lender to make available its tax
returns (or any 



 57
 









other information relating to its taxes that it deems confidential) to
the Loan Parties or any other Person.


3.02        Illegality.  If any Lender determines that any Law has
made it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable Lending Office to make, maintain or
fund Eurodollar Rate Loans, or to determine or charge interest rates based upon
the Eurodollar Rate, or any Governmental Authority has imposed material
restrictions on the authority of such Lender to purchase or sell, or to take
deposits of, Dollars in the London interbank market, then, on notice thereof by
such Lender to the Borrowers through the Administrative Agent, any obligation
of such Lender to make or continue Eurodollar Rate Loans or to convert Base
Rate Committed Loans to Eurodollar Rate Loans shall be suspended until such
Lender notifies the Administrative Agent and the Borrowers that the circumstances
giving rise to such determination no longer exist.  Upon receipt of such notice, the Borrowers
shall, upon demand from such Lender (with a copy to the Administrative Agent),
prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to
Base Rate Loans, either on the last day of the Interest Period therefor, if
such Lender may lawfully continue to maintain such Eurodollar Rate Loans to
such day, or immediately, if such Lender may not lawfully continue to maintain
such Eurodollar Rate Loans.  Upon any
such prepayment or conversion, the Borrowers shall also pay accrued interest on
the amount so prepaid or converted.


3.03        Inability
to Determine Rates.  If
the Required Lenders determine that for any reason in connection with any
request for a Eurodollar Rate Loan or a conversion to or continuation thereof
that (a) Dollar deposits are not being offered to banks in the London interbank
eurodollar market for the applicable amount and Interest Period of such
Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for
determining the Eurodollar Rate for any requested Interest Period with respect
to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Rate for any requested
Interest Period with respect to a proposed Eurodollar Rate Loan does not
adequately and fairly reflect the cost to such Lenders of funding such Loan,
the Administrative Agent will promptly so notify the Borrowers and each
Lender.  Thereafter, the obligation of
the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until
the Administrative Agent (upon the instruction of the Required Lenders) revokes
such notice.  Upon receipt of such
notice, the Borrowers may revoke any pending request for a Borrowing of,
conversion to or continuation of Eurodollar Rate Loans or, failing that, will
be deemed to have converted such request into a request for a Committed
Borrowing of Base Rate Loans in the amount specified therein.


3.04        Increased
Costs; Reserves on Eurodollar Rate Loans.


(a)           Increased
Costs Generally.  If any Change in
Law shall:


(i)      impose, modify or deem applicable any
reserve, special deposit, compulsory loan, insurance charge or similar
requirement against assets of, deposits with or for the account of, or credit
extended or participated in by, any Lender (except any reserve requirement
contemplated by Section 3.04(e));


(ii)     subject any Lender to any tax of any kind
whatsoever with respect to this Agreement or any Loan made by it hereunder, or
change the basis of taxation of payments 



 58
 









to such Lender
in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section
3.01 and the imposition of, or any change in the rate of, any Excluded Tax
payable by such Lender); or


(iii)    impose on any Lender or the London interbank
market any other condition, cost or expense affecting this Agreement or
Eurodollar Rate Loans made hereunder by such Lender;


and the result of any of the foregoing shall be to
increase the cost to such Lender of making or maintaining any Loan (or of
maintaining its obligation to make any such Loan), or to reduce the amount of
any sum received or receivable by such Lender hereunder (whether of principal,
interest or any other amount) then, upon the written request of such Lender,
the Borrowers will pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction suffered
following the receipt of such request.


(b)           Capital
Requirements.  If any Lender
determines that any Change in Law affecting such Lender or any Lending Office
of such Lender or such Lender’s holding company, if any, regarding capital
requirements has or would have the effect of reducing the rate of return on
such Lender’s capital or on the capital of such Lender’s holding company, if
any, as a consequence of this Agreement, the Commitments of such Lender or the
Loans made by such Lender to a level below that which such Lender or such
Lender’s holding company could have achieved but for such Change in Law (taking
into consideration such Lender’s policies and the policies of such Lender’s
holding company with respect to capital adequacy), then from time to time the
Borrowers will pay to such Lender upon the written request of such Lender, such
additional amount or amounts as will compensate such Lender or such Lender’s
holding company for any such reduction suffered following the receipt of such request.


(c)           Certificates
for Reimbursement.  A certificate of
a Lender setting forth the amount or amounts necessary to compensate such
Lender or its holding company, as the case may be, as specified in subsection
(a) or (b) of this Section and delivered to the Borrowers shall be conclusive
absent manifest error.  The Borrowers
shall pay such Lender the amount shown as due on any such certificate within 10
days after receipt thereof.


(d)           Delay
in Requests.  Failure or delay on the
part of any Lender to demand compensation pursuant to the foregoing provisions
of this Section shall not constitute a waiver of such Lender’s right to demand
such compensation, provided that the Borrowers shall not be required to
compensate a Lender pursuant to the foregoing provisions of this Section for
any increased costs incurred or reductions suffered more than six months prior
to the date that such Lender notifies the Borrowers of the Change in Law giving
rise to such increased costs or reductions and of such Lender’s intention to
claim compensation therefor (except that, if the Change in Law giving rise to
such increased costs or reductions is retroactive, then the six-month period
referred to above shall be extended to include the period of retroactive effect
thereof).


(e)           Reserves
on Eurodollar Rate Loans.  The
Borrowers shall pay to each Lender, as long as such Lender shall be required to
maintain reserves with respect to liabilities or assets consisting of or
including Eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional interest on the unpaid principal amount of each
Eurodollar Rate Loan 



 59
 









equal to the actual costs of such reserves allocated to such Loan by
such Lender (as determined by such Lender in good faith, which determination
shall be conclusive), which shall be due and payable on each date on which
interest is payable on such Loan, provided the Borrowers shall have received
at least 10 days’ prior notice (with a copy to the Administrative Agent) of
such additional interest from such Lender. 
If a Lender fails to give notice 10 days prior to the relevant Interest
Payment Date, such additional interest shall be due and payable 10 days from
receipt of such notice.


3.05        Compensation
for Losses.  Upon
demand of any Lender (with a copy to the Administrative Agent) from time to
time, the Borrowers shall promptly compensate such Lender for and hold such
Lender harmless from any loss, cost or expense incurred by it as a result of:


(a)           any
continuation, conversion, payment or prepayment of any Eurodollar Rate Loan on
a day other than the last day of the Interest Period for such Loan (whether
voluntary, mandatory, automatic, by reason of acceleration, or otherwise);


(b)           any
failure by the Borrowers (for a reason other than the failure of such Lender to
make a Loan) to prepay, borrow, continue or convert any Loan other than a Base
Rate Loan on the date or in the amount notified by the Borrowers; or


(c)           any
assignment of a Eurodollar Rate Loan on a day other than the last day of the
Interest Period therefor as a result of a request by the Borrowers pursuant to Section
10.13;


including any loss of anticipated profits and any loss
or expense arising from the liquidation or reemployment of funds obtained by it
to maintain such Loan or from fees payable to terminate the deposits from which
such funds were obtained.  The Borrowers
shall also pay any customary administrative fees charged by such Lender in
connection with the foregoing.


For purposes of calculating amounts payable by the
Borrowers to the Lenders under this Section 3.05, each Lender shall be deemed
to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for
such Loan by a matching deposit or other borrowing in the London interbank
eurodollar market for a comparable amount and for a comparable period, whether
or not such Eurodollar Rate Loan was in fact so funded.


3.06        Mitigation
Obligations; Replacement of Lenders.


(a)           Designation
of a Different Lending Office.  If
any Lender requests compensation under Section 3.04, or the Borrowers
are required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.01, or if
any Lender gives a notice pursuant to Section 3.02, then such Lender
shall use reasonable efforts to designate a different Lending Office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 3.01 or 3.04, as the case may
be, in the future, or eliminate the need for the notice pursuant to Section
3.02, as applicable, and (ii) in each case, would not subject such Lender
to any unreimbursed cost or expense and would not otherwise be disadvantageous
to such


 



 60















 


Lender.  The Borrowers hereby
agree to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.


(b)           Replacement
of Lenders.  If any Lender requests
compensation under Section 3.04, or if the Borrowers are required to pay
any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 3.01, or if any Lender ceases
to make available Eurodollar Rate Loans pursuant to Section 3.02, the
Borrowers may replace such Lender in accordance with Section 10.13.


3.07        Survival.  All of the Borrowers’ obligations under this Article
III shall survive termination of the Aggregate Commitments and repayment of
all other Obligations hereunder.


ARTICLE
IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


4.01        Conditions
of Effectiveness.  The
effectiveness of this Agreement is subject to satisfaction of the following
conditions precedent:


(a)           The
Administrative Agent’s receipt of the following, each of which shall be
originals or facsimiles (followed promptly by originals) unless otherwise
specified, each properly executed by a Responsible Officer of the signing Loan
Party, and each in form and substance satisfactory to the Administrative Agent
and each of the Lenders:


(i)            executed counterparts of this Agreement and the Guaranty,
sufficient in number for distribution to the Administrative Agent, each Lender
and the Borrowers;


(ii)           a Note executed by the Borrowers and dated as of the
Effective Date in favor of each Lender requesting a Note;


(iii)          the Security Agreement and the Cash Collateral and
Disbursement Agreement, duly executed by each applicable Loan Party, together
with:


(A)          certificates
representing the Pledged Equity referred to therein accompanied by undated
stock powers executed in blank and instruments evidencing the Pledged Debt
indorsed in blank,


(B)           proper
financing statements in form appropriate for filing under the UCC of all
jurisdictions that the Administrative Agent may deem necessary or desirable in
order to perfect the Liens created under the Security Agreement, covering the
Collateral described in the Security Agreement,


(C)           completed
requests for information, dated on or before the date of the initial Credit
Extension, listing all effective financing statements and other evidence of
liens filed in the jurisdictions referred to in clause (B) above and in each
other jurisdiction requested by the 



 61
 









Administrative Agent that
name any Loan Party as debtor, together with copies of such other financing
statements,


(D)          evidence
of the completion of all other actions, recordings and filings of or with
respect to the Security Agreement that the Administrative Agent may deem
necessary or desirable in order to perfect the Liens created thereby,


(E)           the
Deposit Account Control Agreements and the Securities Account Control
Agreements, in each case as referred to in the Security Agreement and duly
executed by the appropriate parties; provided that to the extent such
agreements are not executed as of the Effective Date, the Borrowers will use
their reasonable best efforts to obtain such executed agreements in accordance
with 6.28(c), and


(F)           evidence
that all other action that the Administrative Agent may deem necessary or
desirable in order to perfect the Liens created under the Security Agreement
has been taken (including receipt of duly executed payoff letters, UCC-3
termination statements and landlords’ and bailees’ waiver and consent
agreements);


(iv)          deeds of trust, trust deeds, deeds to secure debt,
mortgages, or any other document, creating and evidencing a Lien on any
Mortgaged Property (as defined in the Collateral Documents), in substantially
the form of Exhibit J (with such changes as may be satisfactory to
the Administrative Agent and its counsel to account for local law matters) and
covering the properties listed on Schedule 4.01(a)(iv) (together with
the Assignments of Leases and Rents referred to therein and each other mortgage
delivered pursuant to Section 6.13 or Section 6.16, in each case
as amended, the “Mortgages”) duly executed by the appropriate Loan
Party, together with:


(A)          evidence
that counterparts of the Mortgages have been duly executed, acknowledged and
delivered and are in form suitable for filing or recording in all filing or
recording offices that the Administrative Agent may deem necessary or desirable
in order to create a valid first and subsisting Lien on the property described
therein in favor of the Administrative Agent and Collateral Agent for the
benefit of the Secured Parties and that all filing, documentary, stamp,
intangible and recording taxes and fees have been paid,


(B)           fully
paid American Land Title Association Lender’s Extended Coverage title insurance
policies (the “Mortgage Policies”) in form and substance, with
endorsements and in amounts not less than (1) with respect to the Meadows
Property $1,065,575, (2) $51,639,344 with respect to Cannery and (3)
$62,295,081 with respect to Nevada Palace, in each case of the market value of
the Mortgaged Property and Fixtures, issued, coinsured and reinsured by the
Title Company, insuring the 



 62
 









Mortgages to be valid
first and subsisting Liens on the property as described therein, free and clear
of all defects (including, but not limited to, mechanics’ and materialmen’s
Liens) and encumbrances, excepting only Permitted Encumbrances, all title
exceptions similar to the title exceptions disclosed in the title policies
issued to Administrative Agent in connection with the Existing Credit
Agreements (the “Existing Policies”), all matters shown on the surveys
delivered to the Administrative Agent in connection with the Existing Credit
Agreements (the “Existing Surveys”), and other Liens permitted under the
Loan Documents, and providing for such other affirmative insurance (including
endorsements for future advances under the Loan Documents, for mechanics’ and
materialmen’s Liens and for zoning of Nevada Palace and Cannery) and
endorsements on matters relating to first loss, usury, last dollar, contiguity,
revolving credit, public road access, survey, variable rate revolving credit,
doing business, subdivision, creditor rights, environmental lien, mortgage
recording tax, separate tax lot, so-called comprehensive coverage over
covenants and restrictions, and a “tie-in” or “cluster” endorsement, if
available under applicable Law (i.e., policies which insure against
losses regardless of location on allocated value of the insured property up to
a stated maximum coverage amount) and such coinsurance and direct access
reinsurance as the Administrative Agent may deem necessary or desirable,


(C)           all
Existing Surveys relating to the Mortgaged Property,


(D)          with
respect to each property to be subject to a Mortgage, such affidavits,
certificates, information (including financial data) and instruments of
identification (including a so-called “gap” indemnification) as shall be
required to induce the Title Company to issue the title insurance policy/ies
and endorsements contemplated above,


(E)           evidence
reasonably acceptable to the Administrative Agent of payment by CCR of all
required title insurance policy premiums, search and examination charges,
escrow charges and related charges, mortgage recording taxes, fees, charges,
costs and expenses required for the recording of the Mortgages and issuance of
title insurance policies referred to above,


(F)           with
respect to the material Real Property, copies of all Leases or other agreements
relating to possessory interests, if any. To the extent any of the foregoing
affect any property to be subject to a Mortgage with respect to which CCR or
any Subsidiary holds the lessor’s interest, such agreement shall be subordinate
to the Lien of the Mortgage to be recorded against such property, either
expressly by its terms or pursuant to a subordination, non-disturbance and
attornment agreement, and shall otherwise be acceptable to the Administrative
Agent,



 63
 









(G)           with
respect to each property to be subject to a Mortgage, each Loan Party and each
of their Subsidiaries shall have made all notifications, registrations and
filings, to the extent required by, and in accordance with, all Governmental
Real Property Disclosure Requirements applicable to such property,


(H)          evidence
that the insurance required to be maintained pursuant to the Loan Documents has
been obtained and is in effect, and


(I)            with
respect to each Real Property subject to a Mortgage, a completed Federal
Emergency Management Agency Standard Flood Determination,


(J)            with
respect to each Real Property subject to a Mortgage, appraisals that satisfy
the applicable requirements of the Real Estate Appraisal Reform Amendments of
FIRREA and are otherwise in form and substance satisfactory to the
Administrative Agent; and


(K)          evidence
that all other action that the Administrative Agent may deem necessary or
desirable in order to create valid first and subsisting Liens on the property
described in the Mortgages has been taken;


(v)           [reserved];


(vi)          an environmental assessment report, in form and substance
satisfactory to the Lenders from an environmental consulting firm acceptable to
the Lenders, which report shall identify existing and potential environmental
concerns and shall quantify related costs and liabilities, associated with any
facilities of CCR or any of its Subsidiaries, and the Lenders shall be
satisfied with the nature and amount of any such matters and with CCR’s plans with respect thereto;


(vii)         such evidence as the Administrative Agent deems appropriate
that (A) 100% of the capital stock and other equity or economic interests in
Borrower are owned directly or indirectly by OCM and Millennium, and (B) all
ownership interests in CCR’s Subsidiaries shall be 100% owned by CCR or one or
more of the its Subsidiaries, in each case free and clear of any lien, charge
or encumbrance;


(viii)        evidence of the following insurance coverages with respect to
each of the Projects and the Rampart Casino:


(A)          Comprehensive general
public liability insurance in an amount reasonably satisfactory to the
Administrative Agent and CCR covering the Borrower;



 64
 









(B)           Worker’s
compensation insurance (or self insurance therefor) and employer’s liability
insurance for the Borrower, all in such amounts as may be required by statute;


(C)           If commercially
available, flood insurance if either the Rampart Casino or the Projects is
located in an area designated by the Secretary of Housing and Urban Development
as a special flood hazard area; and


(D)          Rental or business
interruption insurance in amounts sufficient to pay operating expenses, lost
rental income and debt service for a period of up to six months;


all policies of
insurance required to be maintained by CCR and the Guarantors shall be issued
by companies reasonably satisfactory to the Administrative Agent and shall have
coverages and endorsements (including, without limitation, waivers of subrogation
and waivers of breach of warranty) and be written for such amount as the
Administrative Agent may reasonably require. 
All policies of insurance required to be maintained must name the
Administrative Agent as mortgagee, where applicable, and additional insured or
loss payee, must insure the interest of the Administrative Agent in the
property as mortgagee and must provide that no cancellation or material
modification of the policies will be made without thirty days’ prior written
notice to Administrative Agent. 
Certificates for all such policies must be delivered to the
Administrative Agent and approved by the Administrative Agent;


(ix)           the Hazardous Materials Indemnity, dated as of the
Effective Date, duly executed by each Borrower or Restricted Subsidiary of
Borrower that owns or leases real property Collateral;


(x)            such assurances as the Administrative Agent deems
appropriate that the relevant Gaming Boards have approved the transactions
contemplated by the Loan Documents (other than the Pledge Agreement), to the
extent that such approval is required by applicable Gaming Laws and that the
Borrowers have (a) all applicable Gaming Licenses and any other licenses
required for the operation of the Cannery, the Rampart Casino and the Nevada
Palace and such licenses shall be in full force and effect, and (b) with
respect to the Temporary Meadows Casino, such approvals for obtaining a
conditional Category 1 license;


(xi)           such certificates of resolutions or other action,
incumbency certificates and/or other certificates of Responsible Officers of
each Loan Party as the Administrative Agent may require evidencing the
identity, authority and capacity of each Responsible Officer thereof authorized
to act as a Responsible Officer in connection with this Agreement and the other
Loan Documents to which such Loan Party is a party;



 65
 









(xii)          such documents and certifications as the Administrative
Agent may reasonably require to evidence that each Loan Party is duly organized
or formed, and that each Loan Party is validly existing, in good standing and
qualified to engage in business in each jurisdiction where its ownership, lease
or operation of properties or the conduct of its business requires such
qualification, except to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect;


(xiii)         a favorable opinion of Munger, Tolles & Olson LLP,
counsel to the Loan Parties, addressed to the Administrative Agent and each
Lender, as to the matters set forth in Exhibit L-1 and such other
matters concerning the Loan Parties and the Loan Documents as the Required
Lenders may reasonably request;


(xiv)        a favorable opinion of Fox Rothschild LLP, local counsel to
the Loan Parties in Pennsylvania, addressed to the Administrative Agent and
each Lender, as to the matters set forth in Exhibit L-2 and such
other matters concerning the Loan Parties and the Loan Documents as the
Required Lenders may reasonably request;


(xv)         favorable opinions of Santoro, Driggs, Walch, Kearney,
Johnson & Thompson and Brownstein, Hyatt, Farber and Schreck, counsel to
the Loan Parties, addressed to the Administrative Agent and each Lender, as to
the matters set forth in Exhibit L-3 and Exhibit L-4, respectively,
and such other matters concerning the Loan Parties and Loan Documents as the
Required Lenders may reasonably request;


(xvi)        a certificate signed by a Responsible Officer of the Borrower,
dated as of the Effective Date, certifying (A) that the conditions specified in
Sections 4.02(a) and (b) have been satisfied and (B) that there
has been no event or circumstance since the date of the Audited Financial
Statements that has had or could be reasonably expected to have, either
individually or in the aggregate, a Material Adverse Effect;


(xvii)       a certificate as to the Solvency of CCR (calculated on a consolidated
basis) before and after giving effect to the Transaction, from its chief
financial officer;


(xviii)      the Intercreditor Agreement, duly executed by the parties
thereto;


(xix)         receipt by the Borrowers of not less than $350 million cash
proceeds from the advance under the First Lien Credit Agreement; commitment of
an additional $285 million in term loans under the First Lien Credit Facility
(the “Delayed Draw Amount”); commitment of $110 million in revolving
loans under the First Lien Credit Facility; the amendment of the Existing
FF&E Credit Agreement on terms and conditions reasonably acceptable to the
Administrative Agent; and a minimum of $75 million in Revolving Loans available
for borrowing under the First Lien Credit Facility;



 66
 









(xx)          a Subordination Agreement, dated as of the Effective Date,
duly executed by Millennium and any other manager of the Casino Businesses, in
substantially the form of Exhibit M;


(xxi)         evidence that the Existing Credit Agreement and all other
agreements of the Borrowers evidencing outstanding Indebtedness have been or
concurrently with the Effective Date are being terminated and all Liens
securing obligations under the Existing Credit Agreement and all other
agreements of the Borrowers evidencing outstanding Indebtedness have been or
concurrently with the Effective Date are being released; and


(xxii)        such other assurances, certificates, documents, consent or
opinions as the Administrative Agent or any Lender reasonably may require.


(b)           The
Administrative Agent and the Construction Consultant shall have received such
Plans and Specifications for the development of the Projects (as they may request),
which Plans and Specifications must be reasonably satisfactory to the Administrative
Agent and the Construction Consultant as of the Effective Date.  In addition, such Plans and Specifications
shall include (x) with respect to Cannery East, approximately 2,000 slot
machines, 26 tables and 308 hotel rooms, (y) with respect to the Temporary
Meadows Casino, approximately 1,800 slot machines and (z) with respect to the
Permanent Meadows Casino, approximately 3,000 slots machines, and such other
numbers of tables and hotel rooms as may be approved by the Administrative
Agent.


(c)           The
Administrative Agent and the Construction Consultant shall have received such
Timetables as the Administrative Agent and the Construction Consultant may
reasonably request, including schedules establishing timetables for completion
of the Projects and all other work on the Projects showing, on a monthly basis
or such other basis as may be reasonably requested by the Administrative Agent
and the Construction Consultant, the anticipated progress of the work.  Timetables must be reasonably acceptable in
form and substance to the Administrative Agent and the Construction Consultant.


(d)           The
Administrative Agent and the Construction Consultant shall have received such
Budgets, draw schedules and supporting data for each Project as may be reasonably
requested by and in form and substance reasonably acceptable to the Administrative
Agent and the Construction Consultant. 
As so requested by the Administrative Agent and the Construction
Consultant, such Budgets shall include, without limitation, a breakdown of hard
and soft costs, a schedule of costs by trades, Projects costs which are to be
paid from cash on hand, operating cash and Borrowings under this Agreement, and
contingency reserves of (i) 4.5% with respect to Cannery East and (ii) 7.0%
with respect to the Permanent Meadows Casino, in each case for hard cost, architectural
engineering and other soft cost.  The
Budgets shall show Projects of $250.0 million for Cannery East and $156.0
million for the Permanent Meadows Casino.


(e)           The
Administrative Agent shall have received a report reasonably satisfactory to
the Administrative Agent (as confirmed to CCR by the Construction Consultant),
prepared by such environmental consultant selected by the Administrative Agent
after 



 67
 









due consultation with Borrower, which
contains an analysis of the Projects sites, and all environmental reports and
surveys prepared in connection therewith. 
In addition, such report shall contain an analysis reasonably
satisfactory to the Administrative Agent (as confirmed to CCR by the
Construction Consultant), of such reports and surveys, and verifying that the
information delivered by CCR to the Construction Consultant in respect thereof
is accurate in all material respects.


(f)            [reserved];


(g)           [reserved];


(h)           [reserved];
and


(i)            The
Administrative Agent and the Construction Consultant shall have received a true
and correct copy of each of the architect’s contracts relating to the Projects
and an architect’s certificate executed by the architects for the Projects and
approved (such approval not to be unreasonably withheld or delayed) by the
Construction Consultant (as confirmed to CCR by the Construction Consultant),
advising the Lenders that:


(A)          the
Plans and Specifications are complete in all material respects and conform in
all material respects to all applicable Laws;


(B)           the
listed (or otherwise identified) contracts and subcontracts previously
delivered to the Administrative Agent and the Construction Consultant  are all of the Contracts and subcontracts
relating to the Projects and contain all details necessary to provide for
construction of the Projects substantially in accordance with the Plans and
Specifications;


(C)           if
constructed substantially in accordance with the Plans and Specifications, the
Projects will comply in all material respects with all applicable zoning,
building, environmental and land use Laws;


(D)          all
permits (including the building permit) necessary for construction of the
Projects have been issued or will be issued when required and within the
expense budgeted therefor; and


(E)           adequate
ingress and egress to the Projects are available over public streets, rights of
way and easements.


(j)            The
Lead Arrangers and the Lenders shall have received: (A) an audited consolidated
balance sheet of CCR and its Subsidiaries as of December 31, 2006 and audited
statements of income, cash flows and equity for the year then ended at least 15
days prior to the Effective Date; (B) an unaudited consolidated balance sheet
of CCR and its Subsidiaries as of each quarter ending at least 45 days prior to
the Effective Date, together with the related unaudited statements of income,
cash flows and equity; (C) pro forma consolidated financial statements of CCR
and its Subsidiaries after giving effect to the Transaction as of the dates,
and for the periods, set forth in clause (B) above; and (D) forecasts prepared
by management of the Borrower, each in form satisfactory to the 



 68
 









Lenders, of balance sheets, income statements
and cash flow statements for (i) each month until Cannery East is
completed, (ii) each fiscal quarter for the first two years following the
Effective Date and (iii) for each year thereafter.


(k)           The
Lenders shall be satisfied (x) as to all intercompany indebtedness and all
indebtedness and other liabilities of CCR and its Subsidiaries to third parties
that are to remain outstanding following the Effective Date and (y) that each
of the Reserves shall have been established on terms and conditions reasonable
satisfactory to the Administrative Agent.


(l)            Since
April 4, 2007, there shall not have been any Gaming Law, rule or regulation enacted,
or any interpretation of an existing gaming law, rule or regulation announced,
that restricts in any material respect (or requires a license with respect to)
the ability of a lender to assign or participate in interest in the Loans under
this Agreement).


(m)          All
of the information made available to the Administrative Agent prior to April 4,
2007 shall be complete and correct in all material respects; and no changes or
developments shall have occurred, and no new or additional information shall
have been received or discovered by the Administrative Agent or the Lenders
regarding the Loan Parties or the Transaction after April 4, 2007 that either
individually or in the aggregate could reasonably be expected to have a
Material Adverse Effect.


(n)           All
fees required to be paid on or before the Effective Date shall have been paid.


(o)           Unless
waived by the Administrative Agent, the Borrowers shall have paid all fees,
charges and disbursements of counsel to the Administrative Agent to the extent
invoiced prior to or on the Effective Date, plus such additional amounts of
such fees, charges and disbursements as shall constitute its reasonable
estimate of such fees, charges and disbursements incurred or to be incurred by
it through the closing proceedings (provided that such estimate shall
not thereafter preclude a final settling of accounts between the Borrowers and
the Administrative Agent).


(p)           The
Effective Date shall have occurred on or before June 1, 2007.


Without limiting the generality of the provisions of Section
9.04, for purposes of determining compliance with the conditions specified
in this Section 4.01, each Lender that has signed this Agreement shall
be deemed to have consented to, approved or accepted or to be satisfied with,
each document or other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed
Effective Date specifying its objection thereto.


4.02        Conditions
to All Credit Extensions. 
The obligation of each Lender to honor any Request for Credit Extension
(other than a Committed Loan Notice requesting only a conversion of Committed
Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject
to the following conditions precedent:


 



 69















 


(a)           The
representations and warranties of the Borrowers and each other Loan Party
contained in Article V or any other Loan Document, or which are
contained in any document furnished at any time under or in connection herewith
or therewith, shall be true and correct on and as of the date of such Credit
Extension, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct as of
such earlier date, and except that for purposes of this Section 4.02,
the representations and warranties contained in subsections (a) and (b) of Section
5.05 shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a) and (b), respectively, of Section 6.01.


(b)           No
Default shall exist, or would result from such proposed Credit Extension or
from the application of the proceeds thereof.


(c)           In
respect of the Credit Extension to be made in connection with the commencement
of construction of the Projects, a certificate from the Construction Consultant,
dated prior to the commencement of such construction, confirming that the preliminary
construction Budget, Timetable and Plans and Specifications for the Projects
are reasonable and feasible.


(d)           The
Administrative Agent shall have received a Request for Credit Extension in
accordance with the requirements hereof.


ARTICLE
V.

REPRESENTATIONS AND WARRANTIES


The Borrowers represent
and warrant to the Administrative Agent and the Lenders that:


5.01        Existence,
Qualification and Power; Compliance with Laws.  Except as set forth on Schedule 5.01,
each Loan Party (a) is duly organized or formed, validly existing and in good
standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own or
lease its assets and carry on its business and (ii) execute, deliver and
perform its obligations under the Loan Documents to which it is a party and (c)
is duly qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license; except in each
case referred to in clause (b)(i) or (c), to the extent that failure to do so
could not reasonably be expected to have a Material Adverse Effect.


5.02        Authorization;
No Contravention.  The
execution, delivery and performance by each Loan Party of each Loan Document to
which such Person is party, have been duly authorized by all necessary
corporate or other organizational action, and do not and will not (a) contravene
the terms of any of such Person’s Organization Documents; (b) conflict with or
result in any breach or contravention of, or the creation of any Lien under, or
require any payment to be made under (i) any Contractual Obligation to which
such Person is a party or affecting such Person or the properties of such
Person or any of its Restricted Subsidiaries or (ii) any order, injunction,
writ or decree of any Governmental Authority or any arbitral award to which
such Person or its property is subject; or (c) violate any Law.  Each Loan Party is in compliance with all 



 70
 









Contractual Obligations referred to in clause (b)(i),
except to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect.


5.03        Governmental
Authorization; Other Consents.  Except for such authorizations, approvals and
notices to or from any Gaming Board which have not yet been obtained as of the
Effective Date but will be applied for after Closing as contemplated by Section
6.27 (including approvals of any pledges of Equity Interests in Loan
Parties licensed by or registered with any Gaming Board), and except for
post-Closing informational filings required pursuant to Regulation 8.130 of the
Nevada Gaming Commission, and except for approval of any future pledge of any
additional Equity Interests in Loan Parties licensed by or registered with any
Gaming Board, no approval, consent, exemption, authorization, or other action
by, or notice to, or filing with, any Governmental Authority or any other
Person is necessary or required in connection with the execution, delivery or
performance by, or enforcement against, any Loan Party of this Agreement or any
other Loan Document.


5.04        Binding
Effect.  This Agreement
has been, and each other Loan Document, when delivered hereunder, will have
been, duly executed and delivered by each Loan Party that is party
thereto.  This Agreement constitutes, and
each other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that
is party thereto in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors’ rights generally, and general
principles of equity.


5.05        Financial
Statements; No Material Adverse Effect; No Internal Control Event.


(a)           The
Audited Financial Statements (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein and (ii) fairly present the financial condition of CCR
and its Subsidiaries as of the date thereof and their results of operations for
the period covered thereby in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein.


(b)           The
unaudited consolidated balance sheet of CCR and its Subsidiaries dated
March 31, 2007, and the related consolidated statements of income or
operations, shareholders’ equity and cash flows for the fiscal quarter ended on
that date (i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein, and (ii) fairly present the financial condition of CCR and its Subsidiaries
as of the date thereof and their results of operations for the period covered
thereby, subject, in the case of clauses (i) and (ii), to the absence of
footnotes and to normal year-end audit adjustments.


(c)           Since
the date of the Audited Financial Statements, there has been no event or circumstance,
either individually or in the aggregate, that has had or could reasonably be
expected to have a Material Adverse Effect.


(d)           To
the best knowledge of the Borrower, no Internal Control Event exists or has
occurred since the date of the Audited Financial Statements that has resulted
in or could 



 71
 









reasonably be expected to result in a misstatement in any material
respect, in any financial information delivered or to be delivered to the
Administrative Agent or the Lenders, of (i) covenant compliance calculations
provided hereunder or (ii) the assets, liabilities, financial condition or
results of operations of CCR and its Subsidiaries on a consolidated basis.


(e)           The
consolidated pro forma balance sheet of CCR and its respective consolidated
Subsidiaries as at March 31, 2007 and the related consolidated pro forma
statements of income and cash flows of CCR and its consolidated Subsidiaries
for the three months then ended, were prepared in good faith based upon
assumptions believed to be reasonable at the time of the preparation thereof
and present the consolidated pro forma financial condition of CCR and its
consolidated Subsidiaries as at such date and the consolidated pro forma
results of operations of CCR and its consolidated Subsidiaries for the period
ended on such date.


(f)            The
consolidated forecasted balance sheet and statements of income and cash flows
of CCR and its Subsidiaries delivered pursuant to Section 6.01(c) were
prepared in good faith on the basis of the assumptions stated therein, which
assumptions are believed by CCR to be reasonable at the time.


5.06        Litigation.  There are no actions, suits, proceedings,
claims or disputes pending or, to the knowledge of the Borrowers threatened at
law, in equity, in arbitration or before any Governmental Authority, by or
against the Borrowers or any of their respective Restricted Subsidiaries or
against any of their properties or revenues that (a) purport to affect or
pertain to this Agreement or any other Loan Document, or any of the
transactions contemplated hereby, or (b) except as specifically disclosed in Schedule
5.06, either individually or in the aggregate, if determined adversely,
could reasonably be expected to have a Material Adverse Effect, and there has
been no adverse change in the status, or financial effect on any Loan Party or
any Restricted Subsidiary thereof, of the matters described on Schedule 5.06.


5.07        No
Default.  Neither CCR
nor any of its Restricted Subsidiaries is in default under or with respect to
any Contractual Obligation that could, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.  No Default has occurred and is continuing or
would result from the consummation of the transactions contemplated by this
Agreement or any other Loan Document.


5.08        Ownership
of Property; Liens.


(a)           Each
Loan Party and each of its Subsidiaries has good record and marketable title in
fee simple to, or valid leasehold interests in, all Real Property necessary or
used in the ordinary conduct of its business, except for such defects in title
as are substantially consistent with the defects shown on the Existing Policies
or the Existing Surveys or could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.  The property of the Borrowers and their
Restricted Subsidiaries is subject to no Liens, other than Liens permitted by Section
7.04.


(b)           Neither
the businesses nor the properties of any Loan Party or any of its Subsidiaries
are affected by any Casualty Event. No Loan Party or any of its Subsidiaries
has received any notice of, nor has any knowledge of, the occurrence or
pendency or contemplation 



 72
 









of any Casualty Event affecting all or any portion of its
property.  No Mortgage encumbers improved
Real Property that is located in an area that has been identified by the
Secretary of Housing and Urban Development as an area having special flood
hazards within the meaning of the National Flood Insurance Act of 1968 unless
flood insurance available under such Act has been obtained in accordance with Section
6.07.


(c)           Schedule
8(a) to the Perfection Certificate contains a true and complete list of
each material interest in Real Property (i) owned by any Loan Party as of
the date hereof and describes the type of interest therein held by such Loan
Party and whether such owned Real Property is leased and if leased whether the
underlying Lease contains any option to purchase all or any portion of such
Real Property or any interest therein or contains any right of first refusal relating
to any sale of such Real Property or any portion thereof or interest therein
and (ii) leased, subleased or otherwise occupied or utilized by any Loan
Party, as lessee, sublessee, franchisee or licensee, as of the date hereof and
describes the type of interest therein held by such Loan Party and, in each of
the cases described in clauses (i) and (ii) of this Section 5.08(b),
whether any Lease requires the consent of the landlord or tenant thereunder, or
other party thereto, to the Transactions.


5.09        Environmental
Compliance.


(a)           Existing
Environmental Laws and claims alleging potential liability or responsibility
for violation of any Environmental Law on the businesses, operations and
properties of the Loan Parties and their respective Subsidiaries, except as
specifically disclosed in Schedule 5.09, could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.


(b)           Except
as otherwise set forth in Schedule 5.09, to the best knowledge of CCR
(i) none of the properties currently or formerly owned or operated by any Loan
Party or any of its Subsidiaries is listed or proposed for listing on the NPL
or on the CERCLIS or any analogous foreign, state or local list or is adjacent
to any such property; (ii) there are no and never have been any underground or
above-ground storage tanks or any surface impoundments, septic tanks, pits,
sumps or lagoons in which Hazardous Materials are being or have been treated,
stored or disposed on any property currently owned or operated by any Loan
Party or any of its Subsidiaries or, to the best of the knowledge of the Loan
Parties, on any property formerly owned or operated by any Loan Party or any of
its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on
any property currently owned or operated by any Loan Party or any of its Subsidiaries;
and (iv) Hazardous Materials have not been released, discharged or disposed of
on any property currently or formerly owned or operated by any Loan Party or
any of its Subsidiaries.


(c)           Except
as otherwise set forth on Schedule 5.09, to the best knowledge of CCR
(i) neither any Loan Party nor any of its Subsidiaries is undertaking, and has
not completed, either individually or together with other potentially
responsible parties, any investigation or assessment or remedial or response
action relating to any actual or threatened release, discharge or disposal of
Hazardous Materials at any site, location or operation, either voluntarily or
pursuant to the order of any Governmental Authority or the requirements of any
Environmental Law; and (ii) all Hazardous Materials generated, used, treated,
handled or stored at, or 



 73
 









transported to or from, any property currently or formerly owned or
operated by any Loan Party or any of its Subsidiaries have been disposed of in
a manner not reasonably expected to result in material liability to any Loan
Party or any of its Subsidiaries.


5.10        Insurance.  The properties of CCR and its Restricted
Subsidiaries are insured with financially sound and reputable insurance
companies not Affiliates of the Borrower, in such amounts (after giving effect
to any self-insurance compatible with the following standards), with such
deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties in localities where
CCR or the applicable Restricted Subsidiary operates.


5.11        Taxes.  Except as set forth on Schedule 5.11,
CCR and its Restricted Subsidiaries have filed all Federal, state and other tax
returns and reports required to be filed, and have paid all Federal, state and
other taxes, assessments, fees and other governmental charges levied or imposed
upon them or their properties, income or, assets or otherwise due and payable,
except those which are being contested in good faith by appropriate actions
diligently conducted and for which adequate reserves have been provided in
accordance with GAAP and except those that would not have a Material Adverse
Effect.  Except as set forth on Schedule
5.11, there is no proposed tax assessment against CCR or any Restricted
Subsidiary that would, if made, have a Material Adverse Effect.  Neither CCR nor any Restricted Subsidiary
thereof is party to any tax sharing agreement pursuant to which it would be
required to make any payments.


5.12        ERISA
Compliance.  Except as
set forth on Schedule 5.12:


(a)           Each
Plan is in compliance in all material respects with the applicable provisions
of ERISA, the Code and other Federal or state Laws.  Each Plan that is intended to qualify under
Section 401(a) of the Code has received a favorable determination letter from
the IRS or an application for such a letter is currently being processed by the
IRS with respect thereto and, to the best knowledge of the Borrowers, nothing
has occurred which would prevent, or cause the loss of, such
qualification.  The Borrowers and each
ERISA Affiliate have made all required contributions to each Plan subject to
Section 412 of the Code, and no application for a funding waiver or an
extension of any amortization period pursuant to Section 412 of the Code has
been made with respect to any Plan.


(b)           There
are no pending or, to the best knowledge of the Borrowers, threatened claims, actions
or lawsuits, or action by any Governmental Authority, with respect to any Plan
that could reasonably be expected to have a Material Adverse Effect.  There has been no prohibited transaction or
violation of the fiduciary responsibility rules with respect to any Plan that
has resulted or could reasonably be expected to result in a Material Adverse
Effect.


(c)           (i)
No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension
Plan has any Unfunded Pension Liability; (iii) neither the Borrowers nor any
ERISA Affiliate has incurred, or reasonably expects to incur, any liability
under Title IV of ERISA with respect to any Pension Plan (other than premiums
due and not delinquent under Section 4007 of ERISA); (iv) neither the Borrowers
nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
liability (and no event has occurred which, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under Sections 4201 or
4243 of ERISA with 



 74
 









respect to a Multiemployer Plan; and (v) neither the Borrowers nor any
ERISA Affiliate has engaged in a transaction that could be subject to Sections
4069 or 4212(c) of ERISA.


5.13        Subsidiaries;
Equity Interests.  As
of the Effective Date, CCR has no Subsidiaries other than those specifically
disclosed in Part (a) of Schedule 5.13, and all of the outstanding
Equity Interests in such Subsidiaries have been validly issued, are fully paid
and nonassessable and are owned by a Loan Party in the amounts specified on
Part (a) of Schedule 5.13 free and clear of all Liens except Permitted
Liens.  As of the Effective Date, CCR has
no equity investments in any other corporation or entity other than those
specifically disclosed in Part (b) of Schedule 5.13.  As of the Effective Date, all of the
outstanding Equity Interests in CCR have been validly issued, are fully paid
and nonassessable and are owned by Permitted Holders in the amounts specified
on Part (c) of Schedule 5.13 free and clear of all Liens except
Permitted Liens.


5.14        Margin
Regulations; Investment Company Act; Public Utility Holding Company Act.


(a)           The
Borrowers are not engaged and will not engage, principally or as one of their
important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the FRB), or extending credit for
the purpose of purchasing or carrying margin stock.


(b)           None
of the Borrowers, any Person Controlling the Borrowers, or any Subsidiary
(i) is a “holding company,” or a “subsidiary company” of a “holding
company,” or an “affiliate” of a “holding company” or of a “subsidiary company”
of a “holding company,” within the meaning of the Public Utility Holding
Company Act of 1935, or (ii) is or is required to be registered as an “investment
company” under the Investment Company Act of 1940.


5.15        Disclosure.  No report, financial statement, certificate
or other information furnished by or on behalf of any Loan Party to the
Administrative Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Agreement or delivered hereunder
or under any other Loan Document (in each case, as modified or supplemented by
other information so furnished) contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading; provided
that, with respect to projected financial information, CCR represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.


5.16        Compliance
with Laws.  CCR and
each Restricted Subsidiary is in compliance in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees applicable
to it or to its properties, except in such instances in which (a) such
requirement of Law or order, writ, injunction or decree is being contested in
good faith by appropriate proceedings diligently conducted or (b) the failure
to comply therewith, either individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.


5.17        Intellectual
Property; Licenses, Etc. 
CCR and its Restricted Subsidiaries own, or possess the right to use,
all of the material trademarks, service marks, trade names, copyrights,
patents, patent rights, franchises, licenses and other intellectual property
rights (collectively, “IP 



 75
 









Rights”)
that are reasonably necessary for the operation of their respective businesses,
without conflict with the rights of any other Person.  To the best knowledge of CCR, no slogan or
other advertising device, product, process, method, substance, part or other
material that is material to the business of CCR and its Restricted
Subsidiaries now employed, or now contemplated to be employed, by CCR or any
Restricted Subsidiary infringes upon any rights held by any other Person.  No claim or litigation regarding any of the
foregoing is pending or, to the best knowledge of the Borrower, threatened,
which, either individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect.


5.18        Collateral
Documents.  The
provisions of the Mortgages, the Pledge Agreement, the Security Agreement and
the Cash Collateral and Disbursement Agreement are effective to create, in
favor of the Collateral Agent and Administrative Agent (for the benefit of the
Secured Parties), valid and perfected first priority Liens on the Casino Real
Estate, the Casino Businesses, the Equity Interests subject to the Pledge
Agreement and all property described in the Security Agreement and the
Mortgages subject only to the Permitted Liens, to the extent that such Liens
can be perfected by possession, control, filing or recording and the Collateral
Agent and/or Administrative Agent possesses, controls, files or records as
necessary.  Except for the approvals
required for the execution of the Pledge Agreement and the attachment and
perfection of the Collateral Agent’s and Administrative Agent’s Lien on the
Equity Interests subject to the Security Agreement as contemplated by Section
6.27, all governmental approvals necessary or desirable to perfect and
protect, and establish and maintain the priority of, such Liens, insomuch as
such are not required of the Lenders, the L/C Issuer, the Swing Line Lender or
the Required Lenders, have been duly effected or taken, including any such
approvals reasonably requested by the Administrative Agent.


5.19        Solvency.  Each Loan Party is,
individually and together with its Subsidiaries on a consolidated basis,
Solvent.


5.20        Labor
Matters.  Except as set
forth on Schedule 5.20 there are no collective bargaining agreements or
Multiemployer Plans covering the employees of CCR or any of its Subsidiaries as
of the Effective Date and neither CCR nor any Subsidiary has suffered any
strikes, walkouts, work stoppages or other material labor difficulty within the
last five years.


5.21        Gaming
Matters.  Except as set
forth on Schedule 5.21, and subject to Section 6.27, each
Borrower, and their Subsidiaries, have obtained (i) approval for all Gaming
Licenses necessary or appropriate to conduct their businesses and operations
conducted or as contemplated to be conducted as of the Effective Date, and (ii)
as of the Effective Date, all required approvals from Gaming Boards of the
transactions contemplated hereby and by the other Loan Documents to occur as of
the Effective Date, subject to the provisions of such approvals or conditions
in respect of the Gaming Licenses as are satisfactory to the Administrative
Agent.


ARTICLE
VI.

AFFIRMATIVE COVENANTS


So long as any Lender shall have any Loan or other
Obligation hereunder shall remain unpaid or unsatisfied, CCR shall, and shall
(except in the case of the covenants set forth in Sections 6.01, 6.02,
and 6.03) cause each Restricted Subsidiary to:



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6.01        Financial
Statements.  Deliver to
the Administrative Agent and each Lender, in form and detail satisfactory to the
Administrative Agent and the Required Lenders:


(a)           as
soon as available, but in any event within 120 days after the end of each
fiscal year of CCR (commencing with the fiscal year ended December 31, 2007), a
consolidated balance sheet of CCR and its consolidated Restricted Subsidiaries
as at the end of such fiscal year, and the related consolidated statements of
operations, members’ equity and cash flows for such fiscal year, setting forth
in each case in comparative form the figures for the previous fiscal year, all
in reasonable detail and prepared in accordance with GAAP, audited and
accompanied by a report and opinion of Piercy Bowler Taylor & Kern or
another nationally recognized Registered Public Accounting Firm reasonably
acceptable to the Required Lenders, which report and opinion shall be prepared
in accordance with standards established by the Public Company Accounting
Oversight Board (United States) and shall not be subject to any “going concern”
or like qualification or exception or any qualification or exception as to the
scope of such audit;


(b)           as
soon as available, but in any event within 60 days after the end of each of the
first three fiscal quarters of each fiscal year of CCR (commencing with the
fiscal quarter ended June 30, 2007), a consolidated balance sheet of CCR and
its Restricted Subsidiaries as at the end of such fiscal quarter, and the
related consolidated statements of operations, members’ equity and cash flows
for such fiscal quarter and for the portion of CCR’s fiscal year then ended,
setting forth in each case in comparative form the figures for the
corresponding fiscal quarter of the previous fiscal year and the corresponding
portion of the previous fiscal year, all in reasonable detail, certified by a
Responsible Officer of CCR as fairly presenting the financial condition,
results of operations, members’ equity and cash flows of CCR and its Restricted
Subsidiaries in accordance with GAAP, except that substantially all the
disclosures frequently presented in the footnotes may be omitted;


(c)           as
soon as available, but in any event not more than 120 days after the end of
each fiscal year of the Borrower, an updated budget and projection model
prepared by management of the Borrower, in form satisfactory to the
Administrative Agent and the Required Lenders, such information to be presented
on a quarterly basis through the Completion of the Projects; and


(d)           as
soon as available, but in any event within 30 days after the end of each month
(commencing with the month following the Completion and Operation of a Project
through and until the twelfth month following the Completion and Operation of
such Project), monthly operating statements for such Project in form
satisfactory to the Administrative Agent and the Required Lenders.


As to any information contained in materials furnished
pursuant to Section 6.02(d), CCR shall not be separately required to
furnish such information under clause (a) or (b) above, but the foregoing shall
not be in derogation of the obligation of CCR to furnish the information and
materials described in clauses (a) and (b) above at the times specified
therein.



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6.02        Certificates;
Other Information. 
Deliver to the Administrative Agent and each Lender, in form and detail
satisfactory to the Administrative Agent and the Required Lenders:


(a)           concurrently
with the delivery of the financial statements referred to in Section 6.01(a),
a letter from its registered independent public accounting firm indicating that
during the performance of the annual financial statement audit no knowledge was
obtained of any Default under the financial covenants set forth in Section
7.09 (it being understood that such registered independent public
accounting firm will limit its statements to compliance by CCR with such
covenants at fiscal year ended and not at the end of the previous three fiscal
quarters) or, if any such Default shall exist, stating the nature and status of
such event;


(b)           within
five Business Days after the delivery of the financial statements referred to
in Sections 6.01(a) and (b) (commencing with the delivery of the
financial statements for the fiscal quarter ended June 30, 2007), a duly
completed Compliance Certificate signed by a Responsible Officer of the
Borrower;


(c)           promptly
after any request by the Administrative Agent or any request by a Lender, made
through the Administrative Agent, copies of any detailed audit reports,
management letters or recommendations submitted to the management committee (or
the audit committee of the management committee) of CCR by independent
accountants in connection with the accounts or books of CCR or any Restricted
Subsidiary, or any audit of any of them;


(d)           promptly
after the same are available, copies of each annual report, proxy or financial
statement or other report or communication sent to the stockholders of the
Borrower, and copies of all annual, regular, periodic and special reports and
registration statements which CCR may file or be required to file with the SEC
under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not
otherwise required to be delivered to the Administrative Agent pursuant hereto;


(e)           promptly
after the same are available, copies of any external auditor’s report with
respect to Nevada “Regulation 6.090 Report” and any other report filed by CCR
or any Restricted Subsidiary with any Governmental Authority (other than
routine reports);


(f)            [reserved];


(g)           promptly
after the furnishing thereof, copies of any statement or report furnished to
any holder of debt securities of any Loan Party or any Restricted Subsidiary
thereof pursuant to the terms of any indenture, loan or credit or similar
agreement and not otherwise required to be furnished to the Lenders pursuant to
Section 6.01 or any other clause of this Section 6.02;


(h)           [reserved];
and


(i)            promptly,
such additional information regarding the business, financial or corporate
affairs of CCR or any Restricted Subsidiary, or compliance with the terms of 



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the Loan Documents, as the Administrative
Agent or any Lender acting through the Administrative Agent may from time to
time reasonably request.


Documents required to be delivered pursuant to Section
6.01(a) or (b) or Section 6.02(d) (to the extent any such
documents are included in materials otherwise filed with the SEC) may be
delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which CCR posts such documents, or provides a link
thereto on CCR’s website on the Internet at the website address listed on Schedule
10.02; or (ii) on which such documents are posted on CCR’s behalf on an
Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided that:  (i) CCR shall deliver paper copies of such
documents to the Administrative Agent or any Lender that requests CCR to
deliver such paper copies until a written request to cease delivering paper
copies is given by the Administrative Agent or such Lender and (ii) CCR shall
provide to the Administrative Agent by electronic mail electronic versions (i.e.,
soft copies) of such documents and the Administrative Agent shall notify each
Lender (by telecopier or electronic mail) of the posting of any such
documents.  Notwithstanding anything
contained herein, in every instance CCR shall be required to provide paper
copies of the Compliance Certificates required by Section 6.02(b) to the
Administrative Agent.  Except for such
Compliance Certificates, the Administrative Agent shall have no obligation to
request the delivery or to maintain copies of the documents referred to above,
and in any event shall have no responsibility to monitor compliance by CCR with
any such request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such documents.


CCR  hereby
acknowledges that (a) the Administrative Agent and/or the Arranger will make
available to the Lenders materials and/or information provided by or on behalf
of CCR hereunder (collectively, “Borrower Materials”) by posting the
Borrower Materials on IntraLinks or another similar electronic system (the “Platform”)
and (b) certain of the Lenders may be “public-side” Lenders (i.e.,
Lenders that do not wish to receive material non-public information with respect
to CCR or its securities, and who may be engaged in investment and other
market-related activities with respect to such securities) (each, a “Public
Lender”).  CCR hereby agrees that (w)
all Borrower Materials that are to be made available to Public Lenders shall be
clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that
the word “PUBLIC” shall appear prominently on the first page thereof; (x) by
marking Borrower Materials “PUBLIC,” CCR shall be deemed to have authorized the
Administrative Agent, the Arranger and the Lenders to treat such Borrower
Materials as not containing any material nonpublic information with respect to
CCR or its securities for purposes of United States Federal and state securities
laws (provided, however, that to the extent such Borrower
Materials constitute Information, they shall be treated as set forth in Section
10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made
available through a portion of the Platform designated “Public Investor”; and
(z) the Administrative Agent and the Arranger shall be entitled to treat
any Borrower Materials that are not marked “PUBLIC” as being suitable only for
posting on a portion of the Platform not designated “Public Investor.”
Notwithstanding the foregoing, CCR shall be under no obligation to mark any
Borrower Materials “PUBLIC.”



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6.03        Notices.  Promptly notify the Administrative Agent and
each Lender:


(a)           of
the occurrence of any Default;


(b)           of
any matter that has resulted or could reasonably be expected to result in a
Material Adverse Effect, including (i) breach or non-performance of, or any
default under, a Contractual Obligation of CCR or any Subsidiary; (ii) any
dispute, litigation, investigation, proceeding or suspension between CCR or any
Subsidiary and any Governmental Authority; or (iii) the commencement of, or any
material development in, any litigation or proceeding affecting CCR or any
Subsidiary, including pursuant to any applicable Environmental Laws;


(c)           of
the occurrence of any ERISA Event;


(d)           of
any material change in accounting policies or financial reporting practices by
CCR or any Subsidiary; and


(e)           notice
of noncompliance with Chapter 53 (Monetary Transactions) of Title 31 of
the United States Code Annotated.


Each notice pursuant to this Section shall be
accompanied by a statement of a Responsible Officer of CCR setting forth
details of the occurrence referred to therein and stating what action CCR has
taken and proposes to take with respect thereto.  Each notice pursuant to Section 6.03(a)
shall describe with particularity any and all provisions of this Agreement and
any other Loan Document that have been breached.


6.04        Payment
of Obligations.  Pay
and discharge as the same shall become due and payable, all its obligations and
liabilities, including (a) all tax liabilities, assessments and governmental
charges or levies upon it or its properties or assets, unless the same are
being contested in good faith by appropriate actions diligently conducted and
adequate reserves in accordance with GAAP are being maintained by CCR or such
Restricted Subsidiary; (b) all lawful claims which, if unpaid, would by law
become a Lien upon its property, unless the same are being contested in good
faith by appropriate proceedings diligently conducted and with adequate
reserves in accordance with GAAP; and (c) all Indebtedness, as and when due and
payable, but subject to any subordination provisions contained in any
instrument or agreement evidencing such Indebtedness.


6.05        Preservation
of Existence, Etc. 
(a) Preserve, renew and maintain in full force and effect its legal
existence and good standing under the Laws of the jurisdiction of its organization
except in a transaction permitted by Section 7.01 or 7.06; (b)
take all reasonable action to maintain all rights, privileges, permits,
licenses (including, without limitation, liquor licenses) and franchises
necessary or desirable in the normal conduct of its business, except to the
extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (c) preserve or renew all of its registered patents,
trademarks, trade names and service marks, the non-preservation of which could
reasonably be expected to have a Material Adverse Effect.


6.06        Maintenance
of Properties.  (a)
Maintain, preserve and protect all of its material properties and equipment
necessary in the operation of its business in good working order and


 



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condition, ordinary wear and tear excepted; (b) make
all necessary repairs thereto and renewals and replacements thereof except
where the failure to do so could not reasonably be expected to have a Material
Adverse Effect; and (c) use the standard of care typical in the industry in the
operation and maintenance of its facilities.


6.07        Maintenance
of Insurance.  Maintain
with financially sound and reputable insurance companies not Affiliates of CCR,
insurance with respect to its properties and business against loss or damage of
the kinds customarily insured against by Persons engaged in the same or similar
business, of such types and in such amounts as are customarily carried under
similar circumstances by such other Persons and providing for not less than 30
days’ prior notice to the Administrative Agent of termination, lapse or
cancellation of such insurance. With respect to each of the properties to be
subject to a Mortgage, obtain flood insurance in such total amount as the
Administrative Agent or the Required Lenders may from time to time require, if
at any time the areas in which any improvements located on any property to be
subject to a “flood hazard area” in any Flood Insurance Rate Map published by
the Federal Emergency Management Agency (or any successor agency), and
otherwise comply with the National Flood Insurance Program as set forth in the
Flood Disaster Protection Act of 1973, as amended from time to time. The
Collateral Agent and Administrative Agent shall be named as additional insured
and as loss payee under any insurance policies maintained from time to time by
any Loan Party.


6.08        Compliance
with Laws.  Comply in
all material respects with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its business or property, except
in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate actions;
or (b) the failure to comply therewith could not reasonably be expected to have
a Material Adverse Effect.


6.09        Books
and Records.  (a)
Maintain proper books of record and account, in which full, true and correct
entries in conformity with GAAP consistently applied shall be made of all
financial transactions and matters involving the assets and business of CCR or
such Restricted Subsidiary, as the case may be; and (b) maintain such books of
record and account in material conformity with all applicable requirements of
any Governmental Authority having regulatory jurisdiction over CCR or such
Restricted Subsidiary, as the case may be.


6.10        Inspection
Rights.  Permit
representatives and independent contractors of the Administrative Agent and
each Lender to visit and inspect any of its properties, to examine its
corporate, financial and operating records, and make copies thereof or
abstracts therefrom, and to discuss its affairs, finances and accounts with its
directors, officers, and independent public accountants, all at the expense of
CCR and at such reasonable times during normal business hours and as often as
may be reasonably desired, upon reasonable advance notice to CCR; provided,
however, that when an Event of Default exists the Administrative Agent
or any Lender (or any of their respective representatives or independent
contractors) may do any of the foregoing at the expense of CCR at any time
during normal business hours and without advance notice.


6.11        Use
of Proceeds.  Use the
proceeds of the Credit Extensions (along with the proceeds from the First Lien
Credit Agreement) for any one or more of the following:  (i) the refinancing of Existing Credit
Agreements, (ii) the funding of $240 million (from the Delayed Draw
Amount) into the Cannery East Construction Disbursement Account, (iii) the
funding of $45 million 



 81
 









(from the Delayed Draw Amount) into the Meadows
Construction Disbursement Account, (iv) the funding of $15 million into the
Construction Reserve Account, (v) the costs and expenses related to the
Transaction and (vi) the funding of ongoing working capital and other general
corporate purposes of CCR or any of its Restricted Subsidiaries.  No financing other than Borrowings under this
Agreement, loans made pursuant to the First Lien Credit Agreement (including,
without limitation, financing, allowed under clause (4) of the definition of
Permitted Indebtedness and pursuant to Section 2.14 hereof) and other financing
contemplated by this Agreement and the First Lien Credit Agreement will be
required in connection with the Transaction.


6.12        Compliance
with Agreements. 
Comply with all Contractual Obligations under all material agreements,
indentures, leases and/or instruments to which any one or more of them is a
party, whether such material agreements, indentures, leases or instruments are
with a Lender or another Person, except for any such Contractual
Obligations (a) the performance of which would cause a Default or (b) then being
contested by any of them in good faith by appropriate actions or (c) to the
extent that the failure to comply with such Contractual Obligations does not
constitute a Material Adverse Effect.


6.13        Covenant
to Guarantee Obligations and Give Security.


(a)           Upon
(x) the formation or acquisition of any new direct or indirect Restricted
Subsidiary that is also a Significant Subsidiary or (y) the determination that
any Restricted Subsidiary has become a Significant Subsidiary (other than, in
the case of (x) or (y), any CFC or a Restricted Subsidiary that is held
directly or indirectly by a CFC) by any Loan Party, then CCR shall, at the
Borrowers’ expense:


(i)            within 10 Business Days after such
formation, acquisition or determination, cause such Subsidiary, and cause each
direct and indirect parent of such Subsidiary (if it has not already done so),
to duly execute and deliver to the Administrative Agent a guaranty or guaranty
supplement, in form and substance satisfactory to the Administrative Agent,
guaranteeing the other Loan Parties’ obligations under the Loan Documents,


(ii)           within 10 Business Days after such
formation, acquisition or determination, furnish to the Administrative Agent a
description of the real and personal properties of such Subsidiary, in detail
satisfactory to the Administrative Agent,


(iii)          within 15 Business Days after such
formation, acquisition or determination or, if applicable, the receipt (subject
to Section 6.27) of all necessary approvals from any Gaming Boards,
cause such Subsidiary and each direct and indirect parent of such Subsidiary
(if it has not already done so) to duly execute and deliver to the
Administrative Agent deeds of trust, trust deeds, deeds to secure debt,
mortgages and security agreements or joinders to the Security Agreement, as
specified by and in form and substance satisfactory to the Administrative Agent
(including delivery of all pledged (except to the extent subject to Section
6.27) Equity Interests in and of such Subsidiary, and other instruments of
the type specified in Section 4.01(a)(iii)), securing payment of all the
Obligations of such Subsidiary or such parent, as the case may be, under the
Loan Documents and constituting Liens on all such real and personal properties,



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(iv)          within 30 days after such formation,
acquisition or determination or, if applicable, the receipt (subject to Section
6.27) of all necessary approvals from any Gaming Boards, cause such
Subsidiary and each direct and indirect parent of such Subsidiary (if it has
not already done so) to take whatever action (including the recording of
mortgages, the filing of Uniform Commercial Code financing statements, the
giving of notices and the endorsement of notices on title documents) may be
necessary or advisable in the opinion of the Collateral Agent to vest in the
Collateral Agent (or in any representative of the Collateral Agent designated
by it) valid and subsisting Liens on the properties purported to be subject to
the deeds of trust, trust deeds, deeds to secure debt, mortgages and security
and pledge agreements delivered pursuant to this Section 6.13,
enforceable against all third parties in accordance with their terms,


(v)           within 60 days after such formation,
acquisition or determination or, if applicable, the receipt (subject to Section
6.27) of all necessary approvals from any Gaming Boards, deliver to the
Administrative Agent, upon the request of the Administrative Agent in its sole
discretion, a signed copy of a favorable opinion, addressed to the
Administrative Agent and the other Secured Parties, of counsel for the Loan
Parties acceptable to the Administrative Agent as to the matters contained in
clauses (i), (iii) and (iv) above, and as to such other matters as the
Administrative Agent may reasonably request, and


(vi)          as promptly as practicable after such
formation, acquisition or determination, deliver, upon the request of the
Administrative Agent in its sole discretion, to the Administrative Agent with
respect to each parcel of real property owned or held by the entity that is the
subject of such formation or acquisition title reports, surveys and
engineering, soils and other reports, and environmental assessment reports,
each in scope, form and substance satisfactory to the Administrative Agent, provided,
however, that to the extent that any Loan Party or any of its
Subsidiaries shall have otherwise received any of the foregoing items with
respect to such real property, such items shall, promptly after the receipt
thereof, be delivered to the Administrative Agent.


(b)           Upon
the acquisition of any property, other than Excluded Property, by any Loan
Party, if such property, in the judgment of the Administrative Agent, shall not
already be subject to a perfected security interest in favor of the Collateral
Agent for the benefit of the Secured Parties, then CCR shall, at the Borrower’s
expense:


(i)            within 10 Business Days after such
acquisition, furnish to the Administrative Agent a description of the property
so acquired in detail satisfactory to the Administrative Agent,


(ii)           within 15 Business Days after such
acquisition, cause the applicable Loan Party to duly execute and deliver to the
Administrative Agent deeds of trust, trust deeds, deeds to secure debt,
mortgages and other security and pledge agreements, as specified by and in form
and substance satisfactory to the Administrative Agent, securing payment of all
the Obligations of the applicable Loan Party under the Loan Documents and constituting
Liens on all such properties,



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(iii)          within 30 days after such acquisition,
cause the applicable Loan Party to take whatever action (including the
recording of mortgages, the filing of Uniform Commercial Code financing
statements, the giving of notices and the endorsement of notices on title
documents) may be necessary or advisable in the opinion of the Administrative
Agent to vest in the Administrative Agent (or in any representative of the
Administrative Agent designated by it) valid and subsisting Liens on such
property, enforceable against all third parties,


(iv)          within 60 days after such acquisition,
deliver to the Administrative Agent, upon the request of the Administrative
Agent in its sole discretion, a signed copy of a favorable opinion, addressed
to the Administrative Agent and the other Secured Parties, of counsel for the
Loan Parties acceptable to the Administrative Agent as to the matters contained
in clauses (ii) and (iii) above and as to such other matters as the
Administrative Agent may reasonably request,


(v)           as promptly as practicable after any
acquisition of a real property, deliver, upon the request of the Administrative
Agent in its sole discretion, to the Administrative Agent with respect to such
real property title reports, surveys and engineering, soils and other reports,
and environmental assessment reports, each in scope, form and substance
satisfactory to the Administrative Agent, provided, however, that
to the extent that any Loan Party or any of its Subsidiaries shall have
otherwise received any of the foregoing items with respect to such real
property, such items shall, promptly after the receipt thereof, be delivered to
the Administrative Agent, and


(vi)          use commercially reasonable efforts,
excluding litigation or eviction of the tenant thereunder, to cause the
applicable Loan Parties to deliver subordination, nondisturbance and attornment
agreements with respect to all leases affecting such mortgaged property.


(c)           Upon
the request of the Administrative Agent following the occurrence and during the
continuance of a Default, CCR shall, at the Borrowers’ expense:


(i)            within 10 Business Days after such
request, furnish to the Administrative Agent a description of the real and
personal properties of the Loan Parties and their respective Subsidiaries in
detail satisfactory to the Administrative Agent,


(ii)           within 15 Business Days after such
request, duly execute and deliver, and cause each Subsidiary (other than any
CFC or a Subsidiary that is held directly or indirectly by a CFC) of CCR (if it
has not already done so) to duly execute and deliver, to the Collateral Agent
deeds of trust, trust deeds, deeds to secure debt, mortgages and other security
and pledge agreements, as specified by and in form and substance satisfactory to
the Collateral Agent (including delivery of all Pledged Equity and Pledged Debt
in and of such Subsidiary, and other instruments of the type specified in Section
4.01(a)(iii)), securing payment of all the Obligations under the Loan
Documents and constituting Liens on all such properties,



 84
 









(iii)          within 30 days after such request,
take, and cause each Subsidiary (other than any CFC or a Subsidiary that is
held directly or indirectly by a CFC) of CCR to take, whatever action
(including the recording of mortgages, the filing of Uniform Commercial Code
financing statements, the giving of notices and the endorsement of notices on
title documents) may be necessary or advisable in the opinion of the Collateral
Agent to vest in the Collateral Agent (or in any representative of the
Collateral Agent designated by it) valid and subsisting Liens on the properties
purported to be subject to the deeds of trust, trust deeds, deeds to secure
debt, mortgages and security and pledge agreements delivered pursuant to this Section
6.13, enforceable against all third parties in accordance with their terms,


(iv)          within 60 days after such request,
deliver to the Administrative Agent, upon the request of the Administrative
Agent in its sole discretion, a signed copy of a favorable opinion, addressed
to the Administrative Agent and the other Secured Parties, of counsel for the
Loan Parties acceptable to the Administrative Agent as to the matters contained
in clauses (ii) and (iii) above, and as to such other matters as the
Administrative Agent may reasonably request, and


(v)           as promptly as practicable after such
request, deliver, upon the request of the Administrative Agent in its sole
discretion, to the Administrative Agent with respect to each parcel of real
property owned or held by CCR and its Subsidiaries, title reports, surveys and
engineering, soils and other reports, and environmental assessment reports,
each in scope, form and substance satisfactory to the Administrative Agent, provided,
however, that to the extent that any Loan Party or any of its
Subsidiaries shall have otherwise received any of the foregoing items with
respect to such real property, such items shall, promptly after the receipt
thereof, be delivered to the Administrative Agent.


6.14        Environmental
Covenant.  Use and
operate all of its facilities and properties in material compliance with all
applicable Environmental Laws, keep all material permits, approvals, certificates,
licenses and other authorizations required pursuant to applicable Environmental
Laws in effect and remain in material compliance therewith, and handle all
Hazardous Materials in material compliance with all applicable Environmental
Laws; promptly notify the Administrative Agent and provide copies upon receipt
of all written claims, complaints, notices or inquiries relating to the
condition of its facilities and properties under, or compliance of its
facilities and properties with, applicable Environmental Laws, and shall
promptly commence and diligently proceed to cure, to the reasonable satisfaction
of the Administrative Agent any actions and proceedings relating to violations
of compliance with applicable Environmental Laws; and provide such information
and certifications which the Administrative Agent may reasonably request from
time to time to evidence compliance with this Section 6.14.


6.15        Accuracy
of Information.  Cause
all factual information furnished after the date of execution and delivery of
this Agreement by or on behalf of CCR or any Guarantor in writing to the
Administrative Agent or any Lender for purposes of or in connection with this
Agreement or any transaction contemplated hereby to be true and accurate in all
material respects on the date as of which such information is dated or
certified, and such information shall not be incomplete by omitting to state
any material fact necessary to make such information not misleading.



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6.16        Further
Assurances.  Promptly
upon request by the Administrative Agent, or any Lender through the
Administrative Agent, (a) correct any defect or error that may be discovered in
any Loan Document or in the execution, acknowledgment, filing or recordation
thereof, which defect or error the Administrative Agent in its reasonable
judgment deems material, and (b) do, execute, acknowledge, deliver, record,
re-record, file, re-file, register and reregister any and all such further
acts, deeds, certificates, assurances and other instruments as the Administrative
Agent, or any Lender through the Administrative Agent, may reasonably require
from time to time in order to (i) carry out more effectively the purposes of
the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject
any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or
interests to the Liens now or hereafter intended to be covered by any of the
Collateral Documents, (iii) perfect and maintain the validity, effectiveness
and priority of any of the Collateral Documents and any of the Liens intended
to be created thereunder and (iv) assure, convey, grant, assign, transfer,
preserve, protect and confirm more effectively unto the Secured Parties the
rights granted or now or hereafter intended to be granted to the Secured Parties
under any Loan Document or under any other instrument executed in connection
with any Loan Document to which any Loan Party or any of its Subsidiaries is or
is to be a party, and cause each of its Subsidiaries to do so.


6.17        Compliance
with Terms of Leaseholds. 
Make all payments and otherwise perform all obligations in respect of
all Leases of Real Property to which CCR or any of its Subsidiaries is a party,
keep such Leases in full force and effect and not allow such Leases to lapse or
be terminated or any rights to renew such leases to be forfeited or cancelled,
notify the Administrative Agent of any default by any party with respect to
such leases and cooperate with the Administrative Agent in all respects to cure
any such default, and cause each of its Subsidiaries to do so, except, in any
case, where the failure to do so, either individually or in the aggregate,
could not be reasonably likely to have a Material Adverse Effect.


6.18        [reserved].


6.19        Interest
Rate Hedging.  Enter
into prior to September 30, 2007, and maintain at all times thereafter,
interest rate Swap Contracts with Persons acceptable to the Administrative
Agent, covering a notional amount of not less than 50% of the aggregate outstanding
Loans and First Lien Term Loans and providing for such other terms reasonably
acceptable to the Administrative Agent.


6.20        Lien
Searches.  Promptly
following receipt of the acknowledgment copy of any financing statements filed
under the Uniform Commercial Code in any jurisdiction by or on behalf of the
Secured Parties, deliver to the Administrative Agent completed requests for
information listing such financing statement and all other effective financing
statements filed in such jurisdiction that name any Loan Party as debtor,
together with copies of such other financing statements.


6.21        Material
Contracts.  Perform and
observe all the terms and provisions of each Material Contract to be performed
or observed by it, maintain each such Material Contract in full force and
effect, enforce each such Material Contract in accordance with its terms, and,
upon request of the Administrative Agent, make to each other party to each such
Material Contract and requests for information and reports as any Loan Party or
any of its Subsidiaries is entitled to 



 86
 









make under such Material Contract, and cause each of
its Subsidiaries to do so, except, in any case, where the failure to do so,
either individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.


6.22        Gaming
Licenses.  (a) Ensure
that all necessary Gaming Licenses from any Gaming Board for the ownership,
use, or operation of the businesses or properties owned or operated by each
Borrower and its Subsidiaries are in full force and effect, and (b) comply, in
all material respects, with all of the provisions thereof applicable to them.


6.23        Cash
Collateral Accounts. 
Maintain, and cause each of the other Loan Parties to maintain, all Cash
Collateral Accounts with the Administrative Agent or another commercial bank
located in the United States which has accepted the assignment of such accounts
to the Administrative Agent for the benefit of the Secured Parties pursuant to
the terms of the Security Agreement.


6.24        Construction
Covenants.


(a)           Prior to the commencement of development and construction
of the Projects:


(i)            CCR
shall agree to reimburse the Administrative Agent for the reasonable costs of
the Construction Consultant, who shall be allowed full access to the Projects
site (and all Plans and Specifications, Budgets, Timetables, permits, licenses,
approvals and other documents relating to the Projects) and prepare a monthly construction
progress report;


(ii)           the
Construction Consultant shall have reviewed the final proposed prime
Construction Contracts, Budgets, Timetables and Plans and Specifications (and
any geotechnical and other reports and assessments as they reasonably shall
require) and shall have concurred that the Plans and Specifications are
reasonable and feasible; and


(iii)          collateral
assignments of the Construction Contracts and architectural and engineering
contracts for the Projects shall have been made to the Administrative Agent and
Collateral Agent;


(b)           In addition, CCR:


(i)            shall
provide the Administrative Agent and Collateral Agent, for the benefit of the
Secured Parties, a monthly construction draw package approved by the Construction
Consultant;


(ii)           shall
provide Lien releases from all contractors, subcontractors and materials
suppliers on a monthly basis;


(iii)          agrees
that all material changes to Plans and Specifications and Construction
Contracts shall be approved by the Required Lenders; and


(iv)         shall
cooperate with the Construction Consultant and grant access and visitation and
inspection rights to the Administrative Agent and the Construction Consultant 



 87
 









in connection with disbursements from the Construction Reserves and in
all other matters;


(c)           Promptly following Completion of each Project, CCR shall
or shall cause the applicable Loan Party to deliver notice to the
Administrative Agent of the occurrence of such Completion, together with a copy
of a Completion Certificate relating thereto.


6.25        In
Balance Covenants. 
Immediately prior to commencement of development and construction of the
Projects, and quarterly thereafter through the issuance of a Certificate of
Occupancy for the Projects, CCR shall deliver to the Administrative Agent a
certification that the Projects are In Balance, with such supporting
documentation as the Administrative Agent or Construction Consultant may
reasonably require.


6.26        Designation of Unrestricted Subsidiaries.  CCR may, at any time, designate any
Subsidiary that is acquired or created after the Effective Date as an
Unrestricted Subsidiary by prior notice to the Administrative Agent; provided that Borrower shall only
be permitted to so designate a new Unrestricted Subsidiary after the Effective
Date and so long as (a) no Default or Event of Default exists or would result
therefrom, (b) such Subsidiary does not own any capital stock or Indebtedness
of, or own or hold a Lien on any property of, Borrower or any other Subsidiary
that is not a subsidiary of the Subsidiary to be so designated and (c) such
Unrestricted Subsidiary shall be capitalized (to the extent capitalized by
Borrower or any of its Subsidiaries) through Investments permitted by, and in
compliance with, clauses (12) and (13) of definition “Permitted Investments”,
with any assets owned by such Unrestricted Subsidiary at the time of the
initial designation thereof to be treated as Investments pursuant to clauses
(12) and (13) of definition “Permitted Investments”; provided that at the time of the initial Investment by Borrower
or any of its Subsidiaries in such Subsidiary, Borrower shall designate such
entity as an Unrestricted Subsidiary in a written notice to the Administrative
Agent.  CCR may designate any
Unrestricted Subsidiary to be a Subsidiary for purposes of this Agreement
(each, a “Subsidiary Redesignation”); provided that no Default or Event of Default then exists or
would occur as a consequence of any such Subsidiary Redesignation.  Notwithstanding the foregoing, no Subsidiary
designated an Unrestricted Subsidiary that is subsequently redesignated a
Subsidiary shall be redesignated an Unrestricted Subsidiary thereafter.


6.27        Pledge
Undertakings.  Use
its reasonable best efforts to (x) receive, within six months after the
Effective Date, the requisite Gaming Boards approvals in connection with the
Pledge Agreement to be entered into by CCR and (y) in any event within five (5)
days of such approvals, execute and deliver the Pledge Agreement to the
Administrative Agent, together with (a) all existing certificates evidencing
100% of the issued and outstanding Equity Interests held by CCR and each
Guarantor, and (b) stock powers duly endorsed in blank covering all of the certificate
shares described in clause (a) above; provided, however, that
such six month period shall be extended by an additional three months so long
as within 60 days after the Closing Date CCR has filed with the appropriate
Gaming Board all applications required to effect the foregoing.


6.28        Additional
Post Closing Matters.


(a)           To the extent such items have not been delivered as of the
Effective Date, the Borrowers shall within 60 (sixty) days of the Effective
Date (unless waived or extended in the 



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Administrative Agents sole discretion) use
commercially reasonable efforts, excluding litigation or eviction of the tenant
thereunder, to cause the applicable Loan Parties to deliver subordination,
non-disturbance and attornment agreements with respect to all leases affecting
the Mortgaged Property and deliver Landlord Access Agreement in form and substance
reasonably satisfactory to the Administrative unless the Administrative Agent,
in its reasonable judgment, waive such delivery, with respect to each of the
leased Real Properties set forth on Schedule 6.28(a).


(b)           The Borrowers shall within 20 (twenty) days of the
Effective Date (unless waived or extended in the Administrative Agents sole
discretion) deliver a revised property insurance certificate with respect to
the Real Property located in Pennsylvania in form and substance reasonably
satisfactory to the Administrative unless the Administrative.


(c)           The Borrowers shall use their reasonable best efforts to
deliver or caused to be delivered to the Administrative Agent within 45 days of
the Effective Date (unless waived or extended in the Administrative Agents sole
discretion), the Deposit Account Control Agreements and the Securities Account
Control Agreements, in each case as identified on Schedule 6.28(c).


ARTICLE
VII.

NEGATIVE COVENANTS


So long as any Lender shall have any Loan or other
Obligation hereunder shall remain unpaid or unsatisfied, the Borrowers shall
not, nor shall they permit any Restricted Subsidiary to, directly or
indirectly:


7.01        Asset
Sales.  CCR shall not,
and shall not permit any of its Restricted Subsidiaries to make or consummate
any Asset Sale unless:


(a)           CCR (or the Restricted Subsidiary, as the case may be)
receives consideration at the time of such Asset Sale at least equal to the
Fair Market Value (including the value of all non-cash consideration) of the
assets or Equity Interests issued or sold or otherwise disposed of;


(b)           at least 75% of the consideration therefor received by CCR
or such Restricted Subsidiary is in the form of cash, Cash Equivalents or
Replacement Assets or any combination. 
For purposes of this clause (b), each of the following shall be deemed
to be cash:


(i)            any liabilities (as shown on CCR’s
or such Restricted Subsidiary’s most recent balance sheet) of CCR or any
Restricted Subsidiary (other than Indebtedness that is by its terms  subordinated to the Loans and liabilities
to the extent owed to CCR or any Affiliate of CCR) that are assumed by the
transferee of any such assets or Equity Interests pursuant to a written
agreement that releases CCR or such Restricted Subsidiary from further
liability therefor; and


(ii)           any securities, notes or other
obligations received by CCR or any such Restricted Subsidiary from such
transferee that are within 90 days (subject to ordinary settlement periods)
converted by CCR or such Restricted Subsidiary into 



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cash (to the
extent of the cash received in that conversion) or Cash Equivalents; and


(c)           the Borrowers apply the Net Proceeds from such Asset Sale
in accordance with Section 2.07(b)(A).


7.02        Restricted
Payments.  CCR shall
not, and shall not permit any of its Restricted Subsidiaries to, make any
Restricted Payment which is not a Permitted Restricted Payment, unless, at the
time of and after giving effect to such Restricted Payment:


(a)           prior to the date of Discharge of First Lien Obligations,
such Restricted Payment is permitted by the terms of the First Lien Credit
Agreement; and


(b)           upon and after the date of Discharge of First Lien
Obligations:


(i)            no Default or Event of Default shall
have occurred and be continuing or would occur as a consequence of such Restricted
Payment;


(ii)           CCR would, at the time of such
Restricted Payment and after giving pro forma effect thereto as if such
Restricted Payment had been made at the beginning of the applicable
four-quarter period, have been permitted to Incur at least $1.00 of additional
Indebtedness pursuant to the Consolidated Coverage Ratio test set forth in Section
7.03(a); and


(iii)          such Restricted Payment, together with
the aggregate amount of all other Restricted Payments made by CCR and its
Restricted Subsidiaries after the Effective Date (excluding Permitted
Restricted Payments of the types described in clauses (2) through (12) of the
definition of “Permitted Restricted Payments”), is less than the sum, without
duplication, of:


(A)          50%
of Adjusted Net Income for the period (taken as one accounting period) from the
beginning of the first full fiscal quarter occurring after the Effective Date
to the end of CCR’s most recently ended fiscal quarter for which internal
financial statements are available at the time of such Restricted Payment  (or, if Adjusted Net Income for such period is a deficit,
less 100% of such deficit), plus


(B)           100% of the aggregate net cash proceeds  received by CCR since the Effective Date as a contribution
to its common equity capital or from the issue or sale of Equity Interests
(other than Disqualified Equity)
of CCR (other than Equity Interests
(or Disqualified Equity) sold to (x) a Restricted Subsidiary or
(y) any Permitted Holder to the extent such proceeds are used to make an
Investment pursuant to clause (15) of the definition of “Permitted
Investments”, and other than Disqualified Equity or convertible debt securities
that have been converted into Disqualified Equity), plus


 



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(C)           the amount by which Indebtedness of CCR or any of its
Restricted Subsidiaries is reduced on CCR’s consolidated balance sheet upon the
conversion or exchange after the Effective Date of any such Indebtedness into
or for Equity Interests (other than Equity Interests (or Disqualified Equity) sold to a Subsidiary of CCR), plus


(D)          with respect to
Restricted Investments made by CCR and its Restricted Subsidiaries after the
Effective Date, 100% of an amount equal to the net reduction in such Restricted
Investments in any Person resulting from cash repayments, repayments of loans
or advances, or other returns of capital (or, to the extent not in excess of
the original Restricted Investment, any interest payments or other
distributions made in respect of the original Restricted Investment), in each
case to CCR or any Restricted Subsidiary or from the net cash proceeds from the
sale of any such Restricted Investment (except, in each case, to the extent any
such payment or proceeds are already included in the calculation of Adjusted
Net Income), from the release of any Guarantee (except to the extent any
amounts are paid under such Guarantee) or from redesignations of Unrestricted
Subsidiaries as Restricted Subsidiaries, not to exceed, in each case, the
amount of Restricted Investments previously made by CCR or any Restricted
Subsidiary in such Person or Unrestricted Subsidiary after the Effective Date.


The amount of all Restricted Payments (other than
cash) shall be the Fair Market Value on the date of the Restricted Payment of
the asset(s) or securities proposed to be transferred or issued to or by CCR or
such Subsidiary, as the case may be, pursuant to the Restricted Payment.  Not later than three Business Days after
making any Restricted Payment, CCR shall deliver to the Administrative Agent an
Officers Certificate stating that such Restricted Payment is permitted and setting
forth the basis upon which the calculations required by this Section 7.02
were computed, together with a copy of any opinion or appraisal required by
this Agreement.


7.03        Indebtedness.


(a)           CCR
shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, Incur any Indebtedness other than Permitted Indebtedness; provided, however,
that CCR and its Restricted Subsidiaries may Incur Indebtedness if the
Consolidated Coverage Ratio for CCR’s most recently ended four full fiscal
quarters for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is Incurred would have
been at least 2.0 to 1, determined on a pro forma basis
(including a pro forma application of the net
proceeds therefrom and pro forma for
acquisitions, Dispositions and the opening of the Projects and other Ventures,
as if the additional Indebtedness had been Incurred at the beginning of such
four-quarter period; provided, however, that Restricted Subsidiaries that are not Guarantors may
not incur Indebtedness or issue Disqualified Equity or Preferred Equity
pursuant to this paragraph if, after giving pro forma
effect to such incurrence or issuance (including a pro forma
application of the net proceeds therefrom), more than an aggregate of
$2,000,000 of Indebtedness or Disqualified Equity or Preferred Equity
of Restricted Subsidiaries that are not Guarantors is outstanding pursuant to
this paragraph at such time.



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(b)           For
purposes of determining compliance with this Section 7.03, in the event
that any proposed Indebtedness meets the criteria of more than one of the
clauses of the definition of Permitted Indebtedness, or is entitled to be
Incurred pursuant to Section 7.03(a), CCR shall be permitted to classify
such item of Indebtedness at the time of its Incurrence in any manner that
complies with this Section 7.03. 
In addition, any Indebtedness originally classified as Incurred pursuant
to one of the clauses of the definition of Permitted Indebtedness may later be
reclassified by CCR such that it shall be deemed as having been Incurred
pursuant to another of such clauses to the extent that such reclassified
Indebtedness could be incurred pursuant to such new clause at the time of such
reclassification; provided that all Indebtedness outstanding under the
First Lien Credit Agreement on the Effective Date will be initially treated as
incurred on the Effective Date under clause (1) under the definition of “Permitted
Indebtedness”.


(c)           CCR
shall not Incur any Indebtedness that is subordinate in right of payment to any
other Indebtedness of CCR unless it is subordinate in right of payment to the
Loans to the same extent.  For purposes
of the foregoing, no Indebtedness shall be deemed to be subordinated in right
of payment to any other Indebtedness of CCR solely by reason of any Liens or
Guarantees arising or created in respect thereof or by virtue of the fact that
the holders of any secured Indebtedness have entered into intercreditor
agreements giving one or more of such holders priority over the other holders
in the collateral held by them.


(d)           Accrual
of interest, the accretion of accreted value and the payment of interest or
dividends in the form of additional Indebtedness, Disqualified Equity or Preferred Equity will not be deemed to be
incurrence of Indebtedness, Disqualified Equity
or Preferred Equity for purposes
of this Section 7.03.


7.04        Liens.


(a)           CCR
shall not, and shall not permit any of its Restricted Subsidiaries to, create,
incur, assume or otherwise cause or suffer to exist or become effective any
Lien of any kind (other than Permitted Liens) upon any of their property or
assets, now owned or hereafter acquired.


(b)           CCR
shall not, and shall not permit any of its Restricted Subsidiaries to, enter
into or assume any covenant in favor of any Person which prohibits them from
granting Liens to the Administrative Agent and the Lenders or to secure the
obligations under this Agreement or the First Lien Credit Agreement, other than
in respect of any property which is the subject of Permitted Liens of the types
set forth in clauses (2), (3), (4), (5), (6), (7), (8), (10), (11), (12), (14)
and (16) of the definition of “Permitted Liens” in favor of the Persons holding
such Permitted Liens.


7.05        Restrictions
on Subsidiaries.  CCR
shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, create or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to pay
dividends or make any other distributions on its Equity Interests (or with
respect to any other interest or participation in, or measured by, its profits)
to CCR or any of its Restricted Subsidiaries or pay any liabilities owed to CCR
or any of its Restricted Subsidiaries; provided, however,
that this Section shall not apply to encumbrances or restrictions:



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(1)           existing under, by reason of or with
respect to the First Lien Credit Agreement, Existing Indebtedness or any other
agreements in effect on the Effective Date and any amendments, modifications,
restatements, renewals, extensions, supplements, refundings, replacements or
refinancings thereof including any Permitted Refinancing Indebtedness, provided  that the encumbrances and restrictions in
any such amendments, modifications, restatements, renewals, extensions, supplements,
refundings, replacement or refinancings or Permitted Refinancing Indebtedness
are no more restrictive, taken as a whole, than those contained in the First
Lien Credit Agreement, Existing Indebtedness or such other agreements, as the
case may be, as in effect on the Effective Date;


(2)           set forth in this Agreement;


(3)           existing under, by reason of or with
respect to applicable law or by the request of any Gaming Board whether or not
having the force of law;


(4)           with respect to any Person or the
property or assets of a Person acquired by CCR or any of its Restricted
Subsidiaries existing at the time of such acquisition and not incurred in
connection with or in contemplation of such acquisition, which encumbrance or
restriction is not applicable to any Person or the properties or assets of any
Person, other than the Person, or the property or assets of the Person, so
acquired and any amendments, modifications, restatements, renewals, extensions,
supplements, refundings, replacements or refinancings thereof, provided  that the encumbrances and restrictions in
any such amendments, modifications, restatements, renewals, extensions,
supplements, refundings, replacement or refinancings are no more restrictive,
taken as a whole, than those in effect on the date of the acquisition;


(5)           [reserved];


(6)           existing under restrictions on cash
or other deposits or net worth imposed by customers or required by insurance,
surety or bonding companies, in each case, under contracts entered into in the
ordinary course of business;


(7)           existing under, by reason of or with
respect to provisions with respect to the disposition or distribution of assets
or property, in each case contained in joint venture agreements, asset sale
agreements, sale-lease back agreements, stock-sale and other similar agreements
and which CCR’s senior management determines in good faith shall not adversely
affect CCR’s ability to make payments of principal or interest payments on the
Loans; and


(8)           restrictions on cash or other
deposits or net worth imposed by customers under contracts entered into in the
ordinary course of business.


7.06        Merger,
Consolidation or Sale of Assets.


(a)           CCR
shall not, directly or indirectly, (i) consolidate or merge with or into
another Person (whether or not CCR is the surviving Person) or (ii) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of
the properties and assets of CCR and its Restricted Subsidiaries taken as a
whole, in one or more related transactions, to another Person, unless:



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(1)           either:  (A) CCR is the surviving Person; or (B) the
Person formed by or surviving any such consolidation or merger (if other than
CCR) or to which such sale, assignment, transfer, conveyance or other
disposition shall have been made (i) is a limited liability company,
limited partnership, partnership or corporation organized or existing under the
laws of the United States, any state thereof or the District of Columbia and
(ii) assumes all the obligations of CCR under this Agreement pursuant to
agreements reasonably satisfactory to the Administrative Agent;


(2)           immediately after giving effect to
such transaction, no Default or Event of Default exists;


(3)           immediately after giving effect to
such transaction on a pro forma
basis, CCR or the Person formed by or surviving any such consolidation or
merger (if other than CCR) or to which such sale, assignment, transfer,
conveyance or other disposition shall have been made shall be permitted to
Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated
Coverage Ratio test set forth in Section 7.03(a), provided, however,
that this Section 7.06(a)(3) shall not apply to any merger,
consolidation or sale, assignment, transfer or conveyance or other disposition
of assets between or among CCR and any of its Restricted Subsidiaries;


(4)           such transaction would not result in
the loss or suspension or material impairment of any Gaming License unless a
comparable new Gaming License is effective prior to or simultaneously with such
loss, suspension or material impairment;


(5)           such transaction, at the time it is
undertaken, does not require any Lender to obtain a Gaming License or be
qualified or found suitable under the law of any additional applicable gaming
jurisdiction (it being understood that under applicable Gaming Laws, each
Lender is subject to qualification or suitability proceedings in the discretion
of the relevant Gaming Board from time to time); and


(6)           CCR delivers to the Administrative
Agent an Officers Certificate (attaching the arithmetic computation to
demonstrate compliance with Section 7.06(a)(3)) and Opinions of Counsel
(as to the matters set forth in clauses (1), (4) and (5) above), in each case
stating that such transaction and such agreement comply with this Section
7.06 and that all conditions precedent provided for herein relating to such
transaction have been complied with.


(b)           Upon
any consolidation or merger, or any sale, assignment, transfer, conveyance or
other disposition of all or substantially all of the assets of CCR in
accordance with this Section 7.06, the successor corporation formed by
such consolidation or into or with which CCR is merged or to which such sale,
assignment, transfer, conveyance or other disposition is made shall succeed to,
and be substituted for (so that from and after the date of such consolidation,
merger, sale, assignment, conveyance or other disposition, the provisions of
this Agreement referring to CCR shall refer instead to the successor
corporation and not to CCR), and may exercise every right and power of, CCR
under this Agreement with the same effect as if such successor Person had been
named as CCR in this Agreement.



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(c)           CCR
and its Restricted Subsidiaries may not, directly or indirectly, lease all or
substantially all of the properties or assets of CCR and its Restricted
Subsidiaries considered as one enterprise, in one or more related transactions,
to any other Person.


7.07        Transactions
with Affiliates. 
Except as set forth on Schedule 7.07, the Borrowers will not, and
will not permit any Restricted Subsidiary to, make any payment to, or sell,
lease, transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any
transaction, contract, agreement, understanding, loan, advance or guarantee
with, or for the benefit of, any Affiliate of the Borrowers (each of the
foregoing, an “Affiliate Transaction”), unless:


(1)           such
Affiliate Transaction is on terms that are not materially less favorable to the
Borrowers or the relevant Restricted Subsidiary than those that would have been
obtained in a comparable transaction by the Borrowers or such Restricted
Subsidiary with an unrelated Person on an arm’s-length basis;


(2)           the
applicable Borrower delivers to the Administrative Agent, with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving
aggregate payments or consideration in excess of $5.0 million, a resolution
adopted by the majority of the management committee or equivalent governing
body of the applicable Borrower approving such Affiliate Transaction and set
forth in an Officer’s Certificate certifying that such Affiliate Transaction
complies with clause (1) above; and


(3)           the
applicable Borrower delivers to the Administrative Agent, with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving
aggregate payments or consideration in excess of $10.0 million, the resolutions
described in the preceding clause (2) and a written opinion as to the fairness
of such Affiliate Transaction to CCR or such Restricted Subsidiary from a
financial point of view issued by an independent financial advisor to the
management committee or equivalent governing body of the applicable Borrower.


The foregoing limitations will not apply to the
following:


(1)           transactions
between or among CCR or any of the Restricted Subsidiaries;


(2)           Permitted
Restricted Payments, Permitted Investments, Permitted Indebtedness,
transactions excluded from the definition of Restricted Payments and any agreements
providing for any of the foregoing;


(3)           the
payment of reasonable and customary fees paid to, and indemnities provided for
the benefit of, officers, directors, managers employees or consultants of CCR,
any of their direct or indirect parent companies or any Restricted Subsidiaries;


(4)           transactions
in which CCR or any of their Restricted Subsidiaries, as the case may be,
delivers to the Administrative Agent a letter from an independent financial
advisor stating that such transaction is fair to CCR or such Restricted
Subsidiary from a financial point of view or stating that the terms are not
materially less favorable to CCR or such Restricted Subsidiary than those that
would have been obtained in a comparable 



 95
 









transaction by CCR or
such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;


(5)           any
agreement as in effect as of the Effective Date, or any amendment thereto (so
long as any such amendment as determined in good faith by senior management,
the management committee or equivalent governing body of the applicable Borrower
is not disadvantageous in any material respect to the Lenders when taken as a
whole as compared to the applicable agreement as in effect on the Effective
Date) or any transaction contemplated thereby as determined in good faith by
senior management or the management of the applicable Borrower;


(6)           the
existence of, or the performance by the Borrowers or any Restricted Subsidiary
of its obligations under the terms of, any stockholders agreement (including
any registration rights agreement or purchase agreement related thereto) to
which it is a party as of the Effective Date and any similar agreements which
it may enter into thereafter; provided, however, that the
existence of, or the performance by the Borrowers or any of the Restricted
Subsidiaries of obligations under any future amendment to any such existing
agreement or under any similar agreement entered into after the Effective Date
shall only be permitted by this clause (6) to the extent that the terms of any
such amendment or new agreement are not otherwise disadvantageous in any
material respect to the Holders when taken as a whole, as determined in good
faith by senior management, the management committee or equivalent governing
body of the applicable Borrower;


(7)           the
Management Compensation in accordance with Section 7.09;


(8)           transactions
with Unrestricted Subsidiaries, customers, clients, suppliers, joint venture
partners, lessors or lessees of property or purchasers or sellers of goods or
services, in each case in the ordinary course of business and otherwise in
compliance with the terms hereof which are fair to the Borrowers and its
Restricted Subsidiaries, in the reasonable determination of the management
committee, board of directors or equivalent governing body of the applicable
Borrower or the senior management thereof, or are on terms at least as
favorable as might reasonably have been obtained at such time from an unaffiliated
party;


(9)           the
issuance of Equity Interests (other than Disqualified Equity) of the Borrowers; and


(10)         transactions
in which CCR or its Restricted Subsidiaries sell or dispose of Real Property to
NP Land, LLC.


7.08        Change
in Nature of Business. 
Except with the approval of the Required Lenders, CCR shall not, and
shall not permit any of its Restricted Subsidiaries to, (a) engage in any
material line of business substantially different from those lines of business
conducted by CCR and its Subsidiaries on the date hereof or any business
substantially related or incidental thereto or (b) amend or modify the Rampart
Lease, if such amendment or modification accelerates or increases payments
thereunder or shortens the term thereof, or reduces the amount of any payment



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to Rampart pursuant to Section 2.07 (b)(E)
thereof, without the prior written consent of the Required Lenders.


7.09        Management
Compensation.  CCR shall
not, and shall not permit any of its Restricted Subsidiaries to pay, any
management fee or other similar compensation other than Management Compensation
which have accrued and are due and payable, all of which fees shall increase
annually by the percentage increase in the CPI from and after December 31,
2006 provided that at the time of payment of such Management
Compensation no Default under Section 8.01(a) or Event of Default exists
or would result from such payment.


7.10        Construction
of the Projects.


(a)           Fail
to diligently pursue the Projects to Completion in accordance with the Plans
and Specifications, Budgets and Timetables;


(b)           Fail
to provide the Construction Consultant with all reasonably requested access to
each Project’s construction site without unreasonable delay (including any advance
notice which is reasonable under the circumstances), and access to the Plans
and Specifications, Budgets, Timetables, all related plans, budgets, drawings,
timetables, and other related papers, including status reports and logs
describing all executed contracts and subcontracts to which Borrower or any of
its Subsidiaries are party for such work, and the then current lists of the
names, addresses and telephone numbers of each material contractor, material
subcontractor and material supplier with respect to such Project and the dollar
value and amounts paid with respect to the related contracts;


(c)           Fail
to cause the architect and General Contractor for each Project to promptly and
in any event within 15 days of the date of any written request by the
Administrative Agent to certify, in the manner contemplated by an Application
and Certification for Payment in the form commonly referred to as American
Institute of Architects Document G702 and a detailed continuation sheet in the
form commonly referred to as American Institute of Architects Document G703,
that the construction of such Project conforms, as of a specified date, in all
material respects to the Plans and Specifications, and that amounts payable to
the Contractors in connection therewith are in conformity with the Budget;


(d)           Fail
to maintain a full set of the current working drawings available for review by
the Construction Consultant at the construction office for the Projects or at
another location reasonably acceptable to the Construction Consultant;


(e)           Amend
any Timetable in any manner which would defer the completion of any material
construction benchmark set forth therein unless the General Contractor and
architect concur that such amendment will not cause CCR to fail to achieve
Completion of that Project by the date which is twenty-four (24) months from
the start of construction or fail to provide the Construction Consultant, if
requested, with a letter from the General Contractor and architect to the
Construction Consultant indicating their concurrence that the revised Timetable
is reasonable and feasible;


(f)            Amend
any Budget in a manner which both deviates from such Budget approved by the
Construction Consultant and which increases the overall Budget to an amount
(including 



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for this purpose, capitalized interest and capitalized pre-opening expenses)
which would result in prospective non-compliance with Section 6.17;


(g)           Fail
to construct the Projects in a good and workmanlike manner in accordance with
sound building practices and without material deviation from the Plans and
Specifications, and comply in all material respects with all existing Laws and
requirements of all Governmental Authorities having jurisdiction over the
Projects;


(h)           Fail
to promptly pay prior to delinquency (subject to applicable retentions) or otherwise
discharge all Liens and other material claims for labor done and materials and
services furnished in connection with the construction of the Projects, except
for Liens and other claims contested in good faith by appropriate actions and
without prejudice to the applicable Timetable except to the extent not
prohibited hereby, provided that any such claims and Liens are covered
by such payment bonds or title insurance policy endorsements as may be
reasonably requested by the Administrative Agent;


(i)            Fail
to properly obtain as and when required, comply with and keep in effect all
material permits, licenses and approvals which are required to be obtained from
any Governmental Authority in order to construct and occupy the Projects as of
the then current stage of construction;


(j)            Fail
to make the permits, licenses and approvals required by clause (i) of this Section
available for review by the Construction Consultant and deliver copies of all
such permits, licenses and approvals to the Construction Consultant promptly
following a written request therefor;


(k)           Fail
to promptly notify the Construction Consultant if CCR or its Subsidiaries pays
$2,500,000 or more, in the aggregate, for any tangible construction materials
for the Project that are not located on the site of the Projects, or will not
be delivered within thirty days after such payment (describing such
construction materials, the purchase price therefor and the location thereof)
and, if requested by the Construction Consultant in writing provide to the
Construction Consultant the written acknowledgment of the Person having custody
of such construction materials of the existence of the Construction Consultant’s
Lien on such construction materials and the right of the Construction
Consultant, as against such Person, to have access to and to remove such
construction materials (subject to the requirement of the payment of any
remaining purchase price for such materials);


(l)            Fail
on or before the opening for business of the applicable Project, to provide the
Administrative Agent a Completion Certificate;


(m)          Fail
promptly, and in any event within ten Business Days of any written request by
the Construction Consultant, to provide to the Construction Consultant such
assurances as the Construction Consultant may reasonably require that the
Projects comply in all material respects with all applicable zoning, building
and land use Laws; or


(n)           Fail,
as soon as practicable, but in any event not later than 60 days after the Completion
Date, to provide the Administrative Agent and Collateral Agent with (i) an “as
built” ALTA survey of such Project as of the date of Completion that (x) sets
forth all recorded 



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easements and licenses burdening the project site as of Completion, (y)
reflects no unpermitted encroachments onto that property or onto adjoining real
property, and (z) certifies the legal description of the property subject
to the related Mortgage in favor of the Administrative Agent and Collateral
Agent to be the same as that set forth in the related title insurance policies,
(ii) a bringdown endorsement to its ALTA policy of title insurance covering
each Project in favor of the Administrative Agent and Collateral Agent for the
benefit of the Secured Parties covering the new appraised value of the
applicable Mortgaged Property as of the Completion Date as set forth in the
appraisal delivered pursuant to Section 7.10(o) hereof, and insuring the
continuing first priority Lien of the Mortgage (without a mechanics’ or materialmen’s
Lien exception), in each case, in form and substance satisfactory to the
Administrative Agent, subject only to Permitted Encumbrances and encumbrances
substantially similar to the exceptions shown on the Existing Policies and
(iii) a PZR report with respect to the Projects located in Pennsylvania.


(o)           Fail
as soon as practicable, but in no event any later than 60 days after the Completion
Date, to have prepared and caused to be executed, delivered and recorded such amendments
to the Mortgages or other confirmatory documents (including, without
limitation, local counsel enforceability and recording tax opinions) as may
have been reasonably requested by the Administrative Agent in order to protect
or confirm the Lien of each Mortgage on the Mortgaged Property affected by any
Project, as reflected in the final “as built” ALTA survey delivered pursuant to
this Section 7.10(p).


(p)           With
respect to each Mortgaged Property upon which any Project is constructed, fail
to have delivered to the Administrative Agent, as soon as practicable but in no
event any later than 60 days after the Completion Date, appraisals that satisfy
the applicable requirements of the Real Estate Appraisal Reform Amendments of
FIRREA and are otherwise in form and substance reasonably acceptable to the
Administrative Agent.


ARTICLE
VIII.

EVENTS OF DEFAULT AND REMEDIES


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


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


(b)           Specific
Covenants.  A Borrower fails to
perform or observe any term, covenant or agreement contained in any of Section
6.01, 6.02, 6.03, 6.05, 6.07, 6.10, 6.11
or 6.18 or Article VII applicable to such Borrower; or


(c)           Other
Defaults.  Any Loan Party fails to
perform or observe any other covenant or agreement (not specified in subsection
(a) or (b) above) contained in any Loan Document on its part to be performed or
observed and such failure continues for 30 days; or



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(d)           Representations
and Warranties.  Any representation,
warranty, certification or statement of fact made or deemed made by or on
behalf of the Borrowers or any other Loan Party herein, in any other Loan
Document, or in any document delivered in connection herewith or therewith
shall be incorrect or misleading in any material respect when made or deemed
made; or


(e)           Cross-Default.  (i) CCR or any Restricted Subsidiary (A)
fails to make any payment when due after giving effect to any applicable notice
and cure periods (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee
(other than Indebtedness hereunder and Indebtedness under Swap Contracts)
having an aggregate principal amount (including undrawn committed or available
amounts and including amounts owing to all creditors under any combined or
syndicated credit arrangement) of more than $10,000,000, or (B) fails to observe
or perform any other agreement or condition relating to any such Indebtedness
or Guarantee or contained in any instrument or agreement evidencing, securing
or relating thereto, or any other event occurs, in each case after giving
effect to any applicable notice and cure periods, the effect of which default
or other event is to cause, or to permit the holder or holders of such
Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a
trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause, with the giving of notice if required, such
Indebtedness to be demanded or to become due or to be repurchased, prepaid,
defeased or redeemed (automatically or otherwise), or an offer to repurchase,
prepay, defease or redeem such Indebtedness to be made, prior to its stated
maturity, or such Guarantee to become payable or cash collateral in respect
thereof to be demanded; or (ii) there occurs under any Swap Contract an “Early
Termination Date” (as defined in such Swap Contract) resulting from (A) any
event of default under such Swap Contract as to which CCR or any Restricted
Subsidiary is the “Defaulting Party” (as defined in such Swap Contract) or (B)
any “Termination Event” (as so defined) under such Swap Contract as to which CCR
or any Restricted Subsidiary is an Affected Party (as so defined) and, in
either event, the Swap Termination Value owed by CCR or such Restricted
Subsidiary as a result thereof is greater than $10,000,000 and CCR or such
Restricted Subsidiary, as the case may be, has not paid such “Termination Value”
within 60 days of the due date thereof, unless such termination or such “Termination
Value” is being contested in good faith by appropriate proceedings and
appropriate reserves in accordance with GAAP have been established; provided
that with respect to any such failure under the First Lien Credit Agreement,
such failure shall only constitute an Event of Default under this Section 8.01(e)
if (x) the First Lien Obligations have been accelerated due to such failure
or (y) there is a payment default under the First Lien Credit Agreement
and such default has not been cured within 30 days; or


(f)            Insolvency
Proceedings, Etc.  Any Loan Party or
any of its Significant Subsidiaries institutes or consents to the institution
of any proceeding under any Debtor Relief Law, or makes an assignment for the
benefit of creditors; or applies for or consents to the appointment of any
receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar
officer for it or for all or any material part of its property; or any
receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar
officer is appointed without the application or consent of such Person and the
appointment continues undischarged or unstayed for 60 calendar days; or any
proceeding under any Debtor Relief


 



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Law relating to any such Person or to all or
any material part of its property is instituted without the consent of such
Person and continues undismissed or unstayed for 60 calendar days, or an order
for relief is entered in any such proceeding; or


(g)           Inability
to Pay Debts; Attachment.  (i) Any
Loan Party or any of its Significant Subsidiaries becomes unable or admits in
writing its inability or fails generally to pay its debts as they become due,
or (ii) any writ or warrant of attachment or execution or similar process is
issued or levied against all or any material part of the property of any such
Person and is not released, vacated or fully bonded within 60 days after its
issue or levy; or


(h)           Judgments.  There is entered against CCR or any
Restricted Subsidiary (i) a final judgment or order for the payment of
money in an aggregate amount exceeding $10,000,000 (to the extent not covered
by independent third-party insurance as to which the insurer does not dispute
coverage), or (ii) any one or more non-monetary final judgments that have, or
could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect and, in either case, (A) enforcement proceedings are
commenced by any creditor upon such judgment or order, or (B) there is a period
of 20 consecutive days during which a stay of enforcement of such judgment, by
reason of a pending appeal or otherwise, is not in effect; or


(i)            ERISA.  (i) An ERISA Event occurs with respect to a
Pension Plan or Multiemployer Plan which has resulted or could reasonably be
expected to result in liability of CCR under Title IV of ERISA to the Pension
Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of
$5,000,000, or (ii) CCR or any ERISA Affiliate fails to pay when due, after the
expiration of any applicable grace period, any installment payment with respect
to its withdrawal liability under Section 4201 of ERISA under a Multiemployer
Plan in an aggregate amount in excess of $5,000,000; or


(j)            Invalidity
of Loan Documents.  Any Loan
Document, at any time after its execution and delivery and for any reason other
than as expressly permitted hereunder or thereunder or satisfaction in full of
all the Obligations, ceases to be in full force and effect; or any Loan Party
or any other Person contests in any manner the validity or enforceability of
any Loan Document; or any Loan Party denies that it has any or further liability
or obligation under any Loan Document, or purports to revoke, terminate or rescind
any Loan Document; or


(k)           Change
of Control.  There occurs any Change
of Control; or


(l)            License
Revocation.  The occurrence of a
License Revocation that continues for seven consecutive calendar days with
respect to gaming operations at any gaming facility of CCR or any Significant
Subsidiary or the denial by the applicable Gaming Board of the applications
described in Section 6.18 or the withdrawal of such applications; or


(m)          Governmental
Approvals.  Any Loan Party shall fail
to obtain, renew, maintain or comply with any such governmental approvals as
shall be necessary (1) for 



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the execution, delivery or performance by
such Loan Party of its obligations, or the exercise of its rights, under the
Loan Documents, or (2) for the grant of the Liens created under the Deeds of
Trust, the Pledge Agreement or the Security Agreement or for the validity and
enforceability or the perfection of or exercise by the Administrative Agent of
its rights and remedies under the Deeds of Trust, the Pledge Agreement or the
Security Agreement; or any such governmental approval shall be revoked,
terminated, withdrawn, suspended, modified or withheld or shall cease to be
effective; or any proceeding shall be commenced by or before any Governmental
Authority for the purpose of revoking, terminating, withdrawing, suspending,
modifying or withholding any such governmental approval and such proceeding is
not dismissed within 60 days; or


(n)           Subordinated
Debt.  The subordination provisions
of any Subordinated Debt cease to be in full force and effect; or any Loan
Party or any other Person contests in any manner the validity or enforceability
of such subordination provisions; or


(o)           Completion
of Projects.  (i) The Temporary
Meadows Casino has not reached Completion and is not Operating by July 15,
2007; (ii) the Cannery East has not reached Completion and is not Operating by
September 30, 2008; or (iii) the Permanent Meadows Casino has not reached
Completion and is not Operating two years after the Temporary Meadows Casino
has reached Completion and is Operating.


8.02        Remedies
upon Event of Default. 
If any Event of Default occurs and is continuing, the Administrative
Agent shall, at the request of, or may, with the consent of, the Required
Lenders, take any or all of the following actions:


(a)           declare
the commitment of each Lender to make Loans to be terminated, whereupon such
commitments and obligation shall be terminated;


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


(c)           [Reserved];
and


(d)           exercise
on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents;


provided, however, that upon
the occurrence of an actual or deemed entry of an order for relief with respect
to any Borrower under the Bankruptcy Code of the United States, the obligation
of each Lender to make Loans shall automatically terminate, the unpaid
principal amount of all outstanding Loans and all interest and other amounts as
aforesaid shall automatically become due and payable without further act of the
Administrative Agent or any Lender.


8.03        Application
of Funds.  Subject to
the Intercreditor Agreement, after the exercise of remedies provided for in Section
8.02 (or after the Loans have automatically become immediately 



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due and payable), any amounts received on account of
the Obligations shall be applied by the Administrative Agent in the following
order:


First, to payment of that portion of
the Obligations constituting fees, indemnities, expenses and other amounts
(including fees, charges and disbursements of counsel to the Administrative
Agent and amounts payable under Article III) payable to the Administrative
Agent and Collateral Agent in its capacity as such;


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


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


Fourth, to payment of that portion
of the Obligations constituting unpaid principal of the Loans and payments due
to any Lender or Affiliate of a Lender under a Swap Contract, ratably among the
Lenders in proportion to the respective amounts described in this clause Fourth
held by them; and


Last, the balance, if any, after all
of the Obligations have been indefeasibly paid in full, to the Borrowers or as
otherwise required by Law.


ARTICLE
IX.

ADMINISTRATIVE AGENT


9.01        Appointment
and Authority.


(a)           Each of the Lenders
hereby irrevocably appoints Bank of America to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes
the Administrative Agent to take such actions on its behalf and to exercise
such powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental
thereto.  The provisions of this Article
are solely for the benefit of the Administrative Agent and the Lenders, and
neither any Borrower nor any other Loan Party shall have rights as a third
party beneficiary of any of such provisions.


(b)           The Administrative
Agent shall also act as the “collateral
agent” under the Loan Documents, and each of the Lenders (in its capacities
as a Lender, potential Hedge Bank and potential Cash Management Bank) hereby
irrevocably appoints and authorizes the Administrative Agent to act as the
agent of such Lender for purposes of acquiring, holding and enforcing any and
all Liens on Collateral granted by any of the Loan Parties to secure any of the
Obligations, together with such powers and discretion as are reasonably
incidental thereto.  In this connection,
the Administrative Agent, as “collateral agent” and any co-agents, sub-agents
and attorneys-in-fact appointed by the Administrative Agent pursuant to Section
9.05 for purposes of holding or enforcing any Lien on the Collateral (or
any portion thereof) granted under the Collateral 



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Documents, or
for exercising any rights and remedies thereunder at the direction of the
Administrative Agent), shall be entitled to the benefits of all provisions of
this Article IX and Article X (including Section 10.04(c),
as though such co-agents, sub-agents and attorneys-in-fact were the “collateral
agent” under the Loan Documents) as if set forth in full herein with respect
thereto.


9.02        Rights
as a Lender.  The
Person serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise
requires, include the Person serving as the Administrative Agent hereunder in its
individual capacity.  Such Person and its
Affiliates may accept deposits from, lend money to, act as the financial advisor
or in any other advisory capacity for and generally engage in any kind of
business with the Borrowers or any Subsidiary or other Affiliate thereof as if
such Person were not the Administrative Agent hereunder and without any duty to
account therefor to the Lenders.


9.03        Exculpatory
Provisions.  The
Administrative Agent shall not have any duties or obligations except those expressly
set forth herein and in the other Loan Documents.  Without limiting the generality of the
foregoing, the Administrative Agent:


(a)           shall
not be subject to any fiduciary or other implied duties, regardless of whether
a Default has occurred and is continuing;


(b)           shall
not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative
Agent is required to exercise as directed in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be expressly
provided for herein or in the other Loan Documents), provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law; and


(c)           shall
not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrowers or any of their Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent
or any of its Affiliates in any capacity.


The Administrative Agent shall not be liable for any
action taken or not taken by it (i) with the consent or at the request of
the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary, or as the Administrative Agent shall believe in good faith
shall be necessary, under the circumstances as provided in Sections 10.01
and 8.02) or (ii) in the absence of its own gross negligence or
willful misconduct.  The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until
notice describing such Default is given to the Administrative Agent by a
Borrower or a Lender.


The Administrative Agent shall not be responsible for
or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this 



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Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth
herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Article IV or elsewhere herein, other than
to confirm receipt of items expressly required to be delivered to the
Administrative Agent.


9.04        Reliance
by Administrative Agent. 
The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed
by it to be genuine and to have been signed, sent or otherwise authenticated by
the proper Person.  The Administrative
Agent also may rely upon any statement made to it orally or by telephone and reasonably
believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon.  In determining
compliance with any condition hereunder to the making of a Loan that by its
terms must be fulfilled to the satisfaction of a Lender, the Administrative
Agent may presume that such condition is satisfactory to such Lender unless the
Administrative Agent shall have received notice to the contrary from such
Lender prior to the making of such Loan. 
The Administrative Agent may consult with legal counsel (who may be
counsel for the Borrowers), independent accountants and other experts selected
by it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts.


9.05        Delegation
of Duties.  The
Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Loan Document by or through any
one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and
powers by or through their respective Related Parties.  The exculpatory provisions of this Article
shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.


9.06        Resignation
of Administrative Agent. 
The Administrative Agent may at any time give notice of its resignation
to the Lenders and the Borrowers.  Upon receipt
of any such notice of resignation, the Required Lenders shall have the right,
in consultation with the Borrowers, to appoint a successor, which shall be a
bank with an office in the United States, or an Affiliate of any such bank with
an office in the United States.  If no
such successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent
may on behalf of the Lenders appoint a successor Administrative Agent meeting
the qualifications set forth above; provided that if the Administrative
Agent shall notify the Borrowers and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (1) the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder and under
the other Loan Documents (except that in the case of any collateral security
held by the Administrative Agent on behalf of the Lenders under any of the Loan
Documents, the retiring Administrative 



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Agent shall continue to hold such collateral security
until such time as a successor Administrative Agent is appointed) and (2) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender
directly, until such time as the Required Lenders appoint a successor Administrative
Agent as provided for above in this Section. 
Upon the acceptance of a successor’s appointment as Administrative Agent
hereunder, such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring (or retired)
Administrative Agent, and the retiring Administrative Agent shall be discharged
from all of its duties and obligations hereunder or under the other Loan
Documents (if not already discharged therefrom as provided above in this
Section).  The fees payable by the
Borrowers to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrowers and
such successor.  After the retiring
Administrative Agent’s resignation hereunder and under the other Loan
Documents, the provisions of this Article and Section 10.04 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while the retiring Administrative Agent
was acting as Administrative Agent.


9.07        Non-Reliance
on Administrative Agent and Other Lenders.  Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to
enter into this Agreement.  Each Lender
also acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder.


9.08        No
Other Duties, Etc. 
Anything herein to the contrary notwithstanding, none of the Syndication
Agent, the Documentation Agent, the Sole Lead Arranger or the Sole Book Manager
listed on the cover page hereof shall have any powers, duties or
responsibilities under this Agreement or any of the other Loan Documents,
except in its capacity, as applicable, as the Administrative Agent or a Lender.


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


(a)           to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans and all other Obligations that are owing and
unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders and the Administrative Agent (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders and the Administrative Agent and their respective agents and
counsel and all other amounts due 



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the Lenders and the Administrative Agent
under Sections 2.03(i) and (j), 2.09 and 10.04)
allowed in such judicial proceeding; and


(b)           to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Lender to make such payments to the
Administrative Agent and, in the event that the Administrative Agent shall
consent to the making of such payments directly to the Lenders, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and
counsel, and any other amounts due the Administrative Agent under Sections
2.09 and 10.04.


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


9.10        Collateral
and Guaranty Matters. 
The Lenders irrevocably authorize the Administrative Agent, at its
option and in its discretion,


(a)           to
release any Lien on any property granted to or held by the Administrative Agent
under any Loan Document (i) upon termination of the Aggregate Commitments and
payment in full of all Obligations (other than contingent indemnification obligations),
(ii) that is sold or to be sold as part of or in connection with any sale
permitted hereunder or under any other Loan Document, or (iii) subject to Section
10.01, if approved, authorized or ratified in writing by the Required
Lenders;


(b)           to
subordinate any Lien on any property granted to or held by the Administrative
Agent under any Loan Document to the holder of any Lien on such property that
is permitted by Section 7.01 other than Liens permitted by paragraph
(13) of the definition of Permitted Liens; and


(c)           to
release any Guarantor from its obligations under the Guaranty if such Person
ceases to be a Subsidiary as a result of a transaction permitted hereunder.


Upon request by the Administrative Agent at any time,
the Required Lenders will confirm in writing the Administrative Agent’s
authority to release or subordinate its interest in particular types or items
of property, or to release any Guarantor from its obligations under the
Guaranty pursuant to this Section 9.10.


ARTICLE
X.

MISCELLANEOUS


10.01      Amendments,
Etc.  No amendment or
waiver of any provision of this Agreement or any other Loan Document, and no
consent to any departure by the Borrowers or any other 



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Loan Party therefrom, shall be effective unless in
writing signed by the Required Lenders and the Borrowers or the applicable Loan
Party, as the case may be, and acknowledged by the Administrative Agent, and
each such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however,
that no such amendment, waiver or consent shall:


(a)           waive
any condition set forth in Section 4.01(a) without the written consent
of each Lender;


(b)           extend
or increase the Commitment of any Lender (or reinstate any Commitment
terminated pursuant to Section 8.02) without the written consent of such
Lender;


(c)           postpone
any date fixed by this Agreement or any other Loan Document for any payment or
mandatory prepayment of principal, interest, fees or other amounts due to the
Lenders (or any of them) or any scheduled or mandatory reduction of the Aggregate
Commitments hereunder or under any other Loan Document without the written
consent of each Lender directly affected thereby;


(d)           reduce
the principal of, or the rate of interest specified herein on, any Loan, or
(subject to clause (v) of the second proviso to this Section 10.01) any
fees or other amounts payable hereunder or under any other Loan Document
without the written consent of each Lender directly affected thereby; provided,
however, that only the consent of the Required Lenders shall be
necessary (i) to amend the definition of “Default Rate” or to waive any
obligation of the Borrowers to pay interest at the Default Rate or (ii) except
as otherwise provided in clause (i) below, to amend any financial covenant
hereunder (or any defined term used therein) even if the effect of such
amendment would be to reduce the rate of interest on any Loan or to reduce any
fee payable hereunder;


(e)           change
Section 2.13 or Section 8.03 in a manner that would alter the pro
rata sharing of payments required thereby without the written consent of each
Lender;


(f)            change
any provision of this Section or the definition of “Required Lenders” or any
other provision hereof specifying the number or percentage of Lenders required
to amend, waive or otherwise modify any rights hereunder or make any determination
or grant any consent (other than the definition specified in clause (ii) of
this Section 10.01(f)), without the written consent of each Lender or
(ii) the definition of “Required Revolving Lenders” without the written consent
of each Revolving Lender;


(g)           impose
any greater restriction on the ability of any Lender to assign any of its
rights or obligations hereunder without the written consent of Lenders having
more than 50% of the Aggregate Credit Exposures then in effect; or


(h)           release
any Guarantor from the Guaranty (except as specified therein) or to release or
subordinate any portion of the Collateral having an aggregate value in excess
of $10,000,000 without the written consent of each Lender;


and provided, further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or 



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duties of the Administrative Agent under this
Agreement or any other Loan Document; (ii) Section 10.06(h) may not be
amended, waived or otherwise modified without the consent of each Granting
Lender all or any part of whose Loans are being funded by an SPC at the time of
such amendment, waiver or other modification; and (iii) the Fee Letter may be
amended, or rights or privileges thereunder waived, in a writing executed only
by the parties thereto.  Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, nor will such
Defaulting Lender’s Commitment or Loans be included for the purposes of
determining the Term Loan Commitments or the Total Outstandings or the Required
Lenders for purposes of this Section 10.01, except that the Commitment
of such Lender may not be increased or extended without the consent of such
Lender.


If any Lender does not consent to a proposed
amendment, waiver, consent or release with respect to any Loan Document that
requires the consent of each Lender and that has been approved by the Required
Lenders, CCR may replace such non-consenting Lender in accordance with Section
10.13; provided that such amendment, waiver, consent or release can
be effected as a result of the assignment contemplated by such Section
(together with all other such assignments required by CCR to be made pursuant
to this paragraph); provided, further, that the failure of
any such non-consenting Lender to execute an Assignment and Assumption shall
not render such sale and purchase (and the corresponding assignment) invalid
and such assignment shall be recorded in the Register.


10.02      Notices;
Effectiveness; Electronic Communication.


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


(i)      if to the Borrowers, the Administrative
Agent, to the address, telecopier number, electronic mail address or telephone
number specified for such Person on Schedule 10.02; and


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


Notices sent by hand or overnight courier service, or
mailed by certified or registered mail, shall be deemed to have been given when
received; notices sent by telecopier shall be deemed to have been given when
sent (except that, if not given during normal business hours for the recipient,
shall be deemed to have been given at the opening of business on the next
business day for the recipient).  Notices
delivered through electronic communications to the extent provided in subsection
(b) below, shall be effective as provided in such subsection (b).


(b)           Electronic
Communications.  Notices and other
communications to the Lenders hereunder may be delivered or furnished by
electronic communication (including e-mail and 



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Internet or intranet websites) pursuant to procedures approved by the
Administrative Agent, provided that the foregoing shall not apply to
notices to any Lender pursuant to Article II if such Lender has notified
the Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication.  The
Administrative Agent or the Borrowers may, in their discretion, agree to accept
notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it, provided that approval of such
procedures may be limited to particular notices or communications.


Unless the Administrative Agent otherwise prescribes,
(i) notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended
recipient (such as by the “return receipt requested” function, as available, return
e-mail or other written acknowledgement), provided that if such notice
or other communication is not sent during the normal business hours of the
recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the recipient, and (ii)
notices or communications posted to an Internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address
therefor.


(c)           The
Platform.  THE PLATFORM IS PROVIDED “AS
IS” AND “AS AVAILABLE.”  THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE
BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING 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 ANY AGENT PARTY IN CONNECTION WITH THE BORROWER
MATERIALS OR THE PLATFORM.  In no event
shall the Administrative Agent, the Syndication Agent or any of their respective
Related Parties (collectively, the “Agent Parties”) have any liability
to the Borrowers, any Lender or any other Person for losses, claims, damages,
liabilities or expenses of any kind (whether in tort, contract or otherwise)
arising out of the Borrowers’ or the Administrative Agent’s transmission of
Borrower Materials through the Internet, except to the extent that such losses,
claims, damages, liabilities or expenses are determined by a court of competent
jurisdiction by a final and nonappealable judgment to have resulted from the
gross negligence or willful misconduct of such Agent Party; provided, however,
that in no event shall any Agent Party have any liability to the Borrowers, any
Lender or any other Person for indirect, special, incidental, consequential or
punitive damages (as opposed to direct or actual damages).


(d)           Change
of Address, Etc.  Each of the
Borrowers and the Administrative Agent may change its address, telecopier or
telephone number for notices and other communications hereunder by notice to
the other parties hereto.  Each other
Lender may change its address, telecopier or telephone number for notices and
other communications hereunder by notice to the Borrowers and the
Administrative Agent.  In addition, each
Lender agrees to notify the Administrative Agent from time to time to ensure
that the Administrative Agent has on record (i) an effective address, contact
name, telephone number, telecopier number and electronic mail address to which
notices and other communications may be sent and (ii) accurate wire
instructions for


 



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such Lender. 
Furthermore, each Public Lender agrees to cause at least one individual
at or on behalf of such Public Lender to at all times have selected the “Private
Side Information” or similar designation on the content declaration screen of
the Platform in order to enable such Public Lender or its delegate, in
accordance with such Public Lender’s compliance procedures and applicable Law,
including United States Federal and state securities Laws, to make reference to
materials and/or information provided by on or behalf of the Borrowers
hereunder that are not made available through the “Public Side Information”
portion of IntraLinks or another similar electronic system and that may contain
material non-public information with respect to the Borrowers or their securities
for purposes of United States Federal or state securities laws


(e)           Reliance
by Administrative Agent and Lenders. 
The Administrative Agent and the Lenders shall be entitled to rely and
act upon any notices (including telephonic Committed Loan Notices) purportedly
given by or on behalf of the Borrowers even if (i) such notices were not made
in a manner specified herein, were incomplete or were not preceded or followed
by any other form of notice specified herein, or (ii) the terms thereof, as
understood by the recipient, varied from any confirmation thereof.  The Borrowers shall indemnify the
Administrative Agent, each Lender and the Related Parties of each of them from
all losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of the Borrowers.  All telephonic notices to and other
telephonic communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such recording.


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


10.04      Expenses;
Indemnity; Damage Waiver.


(a)           Costs and Expenses. 
The Borrowers shall pay (i) all reasonable out-of-pocket expenses
incurred by the Administrative Agent and its Affiliates (including the
reasonable fees, charges and disbursements of counsel for the Administrative
Agent and of the Construction Consultant), in connection with the syndication
of the credit facilities provided for herein, the preparation, negotiation,
execution, delivery and administration of this Agreement and the other Loan
Documents or any amendments, modifications or waivers of the provisions hereof
or thereof (whether or not the transactions contemplated hereby or thereby
shall be consummated) and (ii) all reasonable out-of-pocket expenses
incurred by the Administrative Agent or any Lender (including the reasonable
fees, charges and disbursements of any counsel for the Administrative Agent or
any Lender), in connection with the enforcement or protection of its rights (A)
in connection with this Agreement and the other Loan Documents, including its
rights under this Section, or (B) in connection with the Loans made hereunder,
including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans.



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(b)           Indemnification by the Borrowers.  The Borrowers shall indemnify the Administrative
Agent (and any sub-agent thereof), each Lender and each Related Party of any of
the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including the reasonable fees,
charges and disbursements of any counsel for any Indemnitee) incurred by any
Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers
or any other Loan Party arising out of, in connection with, or as a result of
(i) the execution or delivery of this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations hereunder or thereunder, the
consummation of the transactions contemplated hereby or thereby, or, in the
case of the Administrative Agent (and any sub-agent thereof) and its Related
Parties only, the administration of this Agreement and the other Loan
Documents, (ii) any Loan or the use or proposed use of the proceeds
therefrom, (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by the Borrowers or any of
their Subsidiaries, or any Environmental Liability related in any way to the
Borrowers or any of their Subsidiaries, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third
party or by the Borrowers or any other Loan Party, and regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses (x) are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee or (y)
result from a claim brought by the Borrowers or any other Loan Party against an
Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder
or under any other Loan Document, if the Borrowers or such Loan Party has
obtained a final and nonappealable judgment in its favor on such claim as
determined by a court of competent jurisdiction.


(c)           Reimbursement
by Lenders.  To the extent that the
Borrowers for any reason fail to pay any amount required under subsection (a)
or (b) of this Section to be paid by it to the Administrative Agent (or any
sub-agent thereof) or any Related Party of any of the foregoing, each Lender
severally agrees to pay to the Administrative Agent (or any such sub-agent) or
such Related Party, as the case may be, such Lender’s Pro Rata Share (determined
as of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount, provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Administrative Agent (or any such
sub-agent) or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent) in connection with such
capacity.  The obligations of the Lenders
under this subsection (c) are subject to the provisions of Section 2.12(d).


(d)           Waiver
of Consequential Damages, Etc.  To
the fullest extent permitted by applicable law, the Borrowers shall not assert,
and hereby waive, any claim against any Indemnitee, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct
or actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or the use of
the proceeds thereof.  No Indemnitee referred
to in subsection (b) above shall be liable for any damages arising from the use
by unintended recipients of any information or other materials distributed by
it through



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telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby.


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


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


10.05      Payments
Set Aside.  To the
extent that any payment by or on behalf of the Borrowers is made to the Administrative
Agent or any Lender, or the Administrative Agent or any Lender exercises its
right of setoff, and such payment or the proceeds of such setoff or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by the
Administrative Agent or such Lender in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any proceeding under
any Debtor Relief Law or otherwise, then (a) to the extent of such recovery,
the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been
made or such setoff had not occurred, and (b) each Lender severally agrees
to pay to the Administrative Agent upon demand its applicable share (without
duplication) of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such payment
is made at a rate per annum equal to the Federal Funds Rate from time to time
in effect.  The obligations of the
Lenders under clause (b) of the preceding sentence shall survive the payment in
full of the Obligations and the termination of this Agreement.


10.06      Successors
and Assigns.


(a)           Successors
and Assigns Generally.  The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted
hereby, except that neither any Borrower nor any other Loan Party may assign or
otherwise transfer any of its rights or obligations hereunder without the prior
written consent of the Administrative Agent and each Lender and no Lender may
assign or otherwise transfer any of its rights or obligations hereunder except
(i) to an Eligible Assignee in accordance with the provisions of subsection (b)
of this Section, (ii) by way of participation in accordance with the provisions
of subsection (d) of this Section, (iii) by way of pledge or assignment of a
security interest subject to the restrictions of subsection (f) of this
Section, or (iv) to an SPC in accordance with the provisions of subsection (h)
of this Section (and any other attempted assignment or transfer by any party
hereto shall be null and void).  Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in subsection (d) of this
Section and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.



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(b)           Assignments
by Lenders.  Any Lender may at any
time assign to one or more Eligible Assignees all or a portion of its rights
and obligations under this Agreement (including all or a portion of its
Commitments and the Loans at the time owing to it); provided that


(i)      each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement with respect to the Loans or the Commitment assigned;


(ii)     any assignment of a Commitment must be
approved by the Administrative Agent (which approval shall not be unreasonably
withheld or delayed) unless the Person that is the proposed assignee is itself
a Lender, an Affiliate of a Lender or an Approved Fund (whether or not the
proposed assignee would otherwise qualify as an Eligible Assignee); and


(iii)    the parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Assumption, together
with a processing and recordation fee in the amount, if any, required as set
forth in Schedule 10.06, and the Eligible Assignee, if it shall not be a
Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.


Subject to acceptance and recording thereof by the
Administrative Agent pursuant to subsection (c) of this Section, from and after
the effective date specified in each Assignment and Assumption, the Eligible
Assignee thereunder shall be a party to this Agreement and, to the extent of
the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto) but shall continue to be entitled to the benefits of Sections
3.01, 3.04, 3.05, and 10.04 with respect to facts and
circumstances occurring prior to the effective date of such assignment.  Upon request, the Borrowers (at their
expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with subsection
(d) of this Section.


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



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or substantive change to the Loan Documents is
pending, any Lender may request and receive from the Administrative Agent a
copy of the Register.


(d)           Participations.  Any Lender may at any time, without the
consent of, or notice to, the Borrowers or the Administrative Agent, sell
participations to any Person (other than a natural person or the Borrowers or
any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans owing
to it); provided that (i) such Lender’s obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Borrowers, the Administrative Agent and the Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement.


Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or
waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in
the first proviso to Section 10.01 that affects such Participant.  Each Lender that sells a participation shall,
acting solely for this purpose as a non-fiduciary agent of the Borrowers,
maintain a register on which it enters the name and address of each participant
and the principal amounts of each participant’s interest in the Loans held by
it (the “Participant Register”). 
The entries in the Participant Register shall be conclusive, absent
manifest error, and such Lender shall treat each Person whose name is recorded
in the Participant Register as the owner of such Loan or other obligation hereunder
as the owner thereof for all purposes of this Agreement notwithstanding any
notice to the contrary.  Any such
Participant Register shall be available for inspection by the Administrative
Agent at any reasonable time and from time to time upon reasonable prior
notice.  Subject to subsection (e) of
this Section, the Borrowers agree that each Participant shall be entitled to
the benefits of Sections 3.01, 3.04 and 3.05 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to subsection (b) of this Section, provided that any such
payment shall make the Lender granting such participation subject to the terms
of Section 10.13.  To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section
10.08 as though it were a Lender, provided such Participant agrees
to be subject to Section 2.13 as though it were a Lender.  Section 10.18 shall apply to any
Lender that has a Participant that is Disqualified, unless such Lender replaces
such Participant or repurchases such Participant’s interest in the Commitment
and/or the Loans.


(e)           Limitations
upon Participant Rights.  A
Participant shall not be entitled to receive any greater payment under Section
3.01 or 3.04 than the applicable Lender would have been entitled to
receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the Borrowers’ prior
written consent.  A Participant that
would be a Foreign Lender if it were a Lender shall not be entitled to the benefits
of Section 3.01 unless the Borrowers are notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the
Borrowers, to comply with Section 3.01(e) as though it were a Lender.



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(f)            Certain
Pledges.  Any Lender may at any time
pledge or assign a security interest in all or any portion of its rights under
this Agreement (including under its Note, if any) to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such
Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.


(g)           Electronic
Execution of Assignments.  The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and
Assumption shall be deemed to include electronic signatures or the keeping of
records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic
Transactions Act.


(h)           Special
Purpose Funding Vehicles. 
Notwithstanding anything to the contrary contained herein, any Lender (a
“Granting Lender”) may grant to a special purpose funding vehicle identified
as such in writing from time to time by the Granting Lender to the
Administrative Agent and the Borrowers (an “SPC”) the option to provide
all or any part of any Committed Loan that such Granting Lender would otherwise
be obligated to make pursuant to this Agreement; provided that (i)
nothing herein shall constitute a commitment by any SPC to fund any Committed
Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails
to make all or any part of such Committed Loan, the Granting Lender shall be
obligated to make such Committed Loan pursuant to the terms hereof or, if it
fails to do so, to make such payment to the Administrative Agent as is required
under Section 2.12(b)(ii).  Each
party hereto hereby agrees that (i) neither the grant to any SPC nor the
exercise by any SPC of such option shall increase the costs or expenses or
otherwise increase or change the obligations of the Borrowers under this
Agreement (including its obligations under Section 3.04), (ii) no SPC
shall be liable for any indemnity or similar payment obligation under this
Agreement for which a Lender would be liable, and (iii) the Granting Lender
shall for all purposes, including the approval of any amendment, waiver or
other modification of any provision of any Loan Document, remain the lender of
record hereunder.  The making of a
Committed Loan by an SPC hereunder shall utilize the Commitment of the Granting
Lender to the same extent, and as if, such Committed Loan were made by such
Granting Lender.  In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper or other senior
debt of any SPC, it will not institute against, or join any other Person in
instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency, or liquidation proceeding under the laws of the United States or
any State thereof.  Notwithstanding
anything to the contrary contained herein, any SPC may (i) with notice to, but
without prior consent of the Borrowers and the Administrative Agent and with
the payment of a processing fee in the amount of $2,500, assign all or any
portion of its right to receive payment with respect to any Committed Loan to
the Granting Lender and (ii) disclose on a confidential basis any non-public
information relating to its funding of Committed Loans to any rating agency,
commercial paper dealer or provider of any surety or Guarantee or credit or
liquidity enhancement to such SPC.



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10.07      Treatment
of Certain Information; Confidentiality.  Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its Affiliates and to
its and its Affiliates’ respective partners, directors, officers, employees,
agents, advisors and representatives (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (b) to
the extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any bona-fide assignee
of or Participant in, any prospective assignee of or Participant in, or any
Eligible Assignee invited to be a Lender pursuant to Section 10.06(b), any of
its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative
transaction relating to the Borrowers and their obligations, (g) with the
consent of the Borrowers or (h) to the extent such Information (x) becomes
publicly available other than as a result of a breach of this Section or (y)
becomes available to the Administrative Agent, any Lender or any of their
respective Affiliates on a nonconfidential basis from a source other than the
Borrowers and not known to them to be under any duty of confidentiality to the
Borrowers or their Subsidiaries.


For purposes of this Section, “Information”
means all information received from the Loan Parties or their Affiliates
relating to any Loan Party, any Affiliate thereof, any Borrower or any of its
Subsidiaries or any of their respective businesses, other than any such
information that is available to the Administrative Agent or any Lender on a
nonconfidential basis prior to disclosure by the Borrowers or any
Subsidiary.  Any Person required to
maintain the confidentiality of Information as provided in this Section shall
be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.


Each of the Administrative Agent and the Lenders
acknowledges that (a) the Information may include material non-public
information concerning the Borrowers or a Subsidiary, as the case may be, (b)
it has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in
accordance with applicable Law, including Federal and state securities Laws.


10.08      Right
of Setoff.  If an Event
of Default shall have occurred and be continuing, each Lender and each of their
respective Affiliates are hereby authorized at any time and from time to time,
after obtaining the prior written consent of the Administrative Agent, to the
fullest extent permitted by applicable law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final, in whatever
currency) at any time held and other obligations (in whatever currency) at any
time owing by such Lender or any such Affiliate to or for the credit or the
account of the Borrowers or any other Loan Party against any and all of the
obligations of the Borrowers or such Loan Party now or hereafter existing under
this Agreement or any other Loan Document to such Lender, irrespective of
whether or not such Lender shall have



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made any demand under this Agreement or any other Loan
Document and although such obligations of the Borrowers or such Loan Party may
be contingent or unmatured or are owed to a branch or office of such Lender
different from the branch or office holding such deposit or obligated on such
indebtedness.  The rights of each Lender
and its respective Affiliates under this Section are in addition to other
rights and remedies (including other rights of setoff) that such Lender or its
respective Affiliates may have.  Anything
in this Agreement to the contrary notwithstanding, each Lender hereby agrees
with each other Lender that no Lender shall take any action to protect or
enforce its rights arising out of this Agreement or any other Loan Document
(including exercising any rights of setoff) without first obtaining the prior
written consent of Agent and Required Lenders, it being the intent of Lenders
that any such action to protect or enforce rights under this Agreement and the
other Loan Documents shall be taken in concert and at the direction or with the
consent of Agent or Required Lenders.


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


10.10      Counterparts;
Integration; Effectiveness. 
This Agreement may be executed in counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract.  This Agreement and the other Loan Documents
constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral
or written, relating to the subject matter hereof.  Except as provided in Section 4.01,
this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto.  Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.


10.11      Survival
of Representations and Warranties.  All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant
hereto or thereto or in connection herewith or therewith shall survive the
execution and delivery hereof and thereof. 
Such representations and warranties have been or will be relied upon by
the Administrative Agent and each Lender, regardless of any investigation made
by the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit



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Extension, and shall continue in full force and effect
as long as any Loan or any other Obligation hereunder shall remain unpaid or
unsatisfied.


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


10.13      Replacement
of Lenders.  If any
Lender requests compensation under Section 3.04, or if the Borrowers are
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.01, or if
any Lender ceases to make Eurodollar Rate Loans pursuant to Section 3.02,
or if any Lender is a Defaulting Lender or if any other circumstance exists
hereunder that gives the Borrowers the right to replace a Lender as a party hereto,
then the Borrowers may, at their sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions
contained in, and consents required by, Section 10.06), all of its
interests, rights and obligations under this Agreement and the related Loan
Documents to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment), provided that:


(a)                                  the
Borrowers shall have paid to the Administrative Agent the assignment fee
specified in Section 10.06(b);


(b)           such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder and under the other Loan Documents (including
any amounts under Section 3.05) from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Borrowers (in the
case of all other amounts);


(c)           in
the case of any such assignment resulting from a claim for compensation under Section
3.04 or payments required to be made pursuant to Section 3.01, such
assignment will result in avoidance of or a reduction in such compensation or
payments thereafter; and


(d)           such
assignment does not conflict with applicable Laws.


A Lender shall not be required to make any such
assignment or delegation if, prior thereto, such Lender waives receipt of
compensation under Section 3.04 or payment to it or on its behalf of
additional amounts pursuant to Section 3.01 and such Lender reimburses
Borrowers for any amounts previously paid.



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10.14      Governing
Law; Jurisdiction; Etc.


(a)           GOVERNING
LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.


(b)           SUBMISSION
TO JURISDICTION.  THE BORROWERS AND
EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMIT, FOR THEMSELVES
AND THEIR PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE
OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT
OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF,
IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND
EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL
CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH NEVADA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, IN SUCH FEDERAL COURT.  EACH OF THE
PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER
LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY
LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWERS OR ANY OTHER LOAN
PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


(c)           WAIVER
OF VENUE.  THE BORROWERS AND EACH
OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE
TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN
PARAGRAPH (b) OF THIS SECTION.  EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF
SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


(d)           SERVICE
OF PROCESS.  EACH PARTY HERETO
IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES
IN SECTION 10.02.  NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW.


10.15      Waiver
of Jury Trial.  EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR



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INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.


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


10.17      Cooperation
with Gaming Boards. 
The Administrative Agent and each of the Lenders hereunder agree to cooperate
with the Gaming Boards in connection with the administration of their
regulatory jurisdiction over Borrowers and their Subsidiaries, including the provision
of such documents or other information as may be requested by such Gaming
Boards relating to Borrowers or any of the Subsidiaries or to the Loan
Documents.  The Borrowers and each of
their Affiliates hereby consent to any such disclosure by the Lenders and
Administrative Agent to any Gaming Board and releases such parties from any
liability for any such disclosure.  The
rights, remedies and powers provided in this Agreement may be exercised only to
the extent that the exercise thereof does not violate any applicable provision
of the Gaming Laws and if prior approval of any Gaming Boards is required
therefor, such approval shall be obtained.


10.18      Removal
of a Lender.  Borrower
shall have the right to remove a Lender as a party to this Agreement in
accordance with this Section if such Lender is the subject of a Disqualification.  If Borrower is entitled to remove a Lender
pursuant to this section, upon notice from Borrower, the Lender being removed
shall execute and deliver an Assignment and Assumption Agreement covering any
and all of the Lender’s Commitments hereunder and the Loans at any time owing
to it hereunder in favor of one or more Eligible Assignees designated by Borrower
(and acceptable to the Administrative Agent, which acceptance shall not be
unreasonably delayed or withheld), subject to the payment of a purchase price
by such Eligible Assignee equal to all principal and accrued interest, fees and
other amounts payable to such Lender under this Agreement through the date of
assignment.



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


	
  

  	
  CANNERY CASINO RESORTS, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  William J. Paulos

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WASHINGTON TROTTING ASSOCIATION, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 



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  BANK OF AMERICA, N.A., as
  Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 



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  BANK OF AMERICA, N.A., as a
  Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 



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  MERRILL LYNCH, PIERCE, FENNER &

  SMITH INCORPORATED,  as
  Syndication Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 



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  [                                                ],
  as Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 



 S-5