Ex. 10.28


EXECUTION
COPY


Published CUSIP Numbers:


Deal: 
[                   ]


Revolver: 
[                   ]


Term: 
[                   ]


FIRST
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, Swing Line Lender

and L/C Issuer,


MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
 as Syndication Agent



CIT  LENDING SERVICES CORPORATION, 

COMMERZBANK AG, LOS ANGELES BRANCH and 

NEVADA STATE BANK, as

Co-Documentation Agents


and


The Other Lenders
Party Hereto






BANC OF
AMERICA SECURITIES LLC and MERRILL
LYNCH, 

PIERCE, FENNER & SMITH INCORPORATED,

as

Joint Lead Arrangers and Joint Book Running Managers
















TABLE OF
CONTENTS


	
  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE I.

  DEFINITIONS AND ACCOUNTING TERMS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
  1.01

  	
   

  	
  Defined Terms

  	
   

  	
  1

  
	
  1.02

  	
   

  	
  Other Interpretive Provisions

  	
   

  	
  36

  
	
  1.03

  	
   

  	
  Accounting Terms

  	
   

  	
  37

  
	
  1.04

  	
   

  	
  Rounding

  	
   

  	
  37

  
	
  1.05

  	
   

  	
  Times of Day

  	
   

  	
  37

  
	
  1.06

  	
   

  	
  Letter of Credit Amounts

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE II.

  THE COMMITMENTS AND CREDIT EXTENSIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.01

  	
   

  	
  Committed Loans

  	
   

  	
  37

  
	
  2.02

  	
   

  	
  Borrowings, Conversions and Continuations of
  Committed Loans

  	
   

  	
  38

  
	
  2.03

  	
   

  	
  Letters of Credit

  	
   

  	
  40

  
	
  2.04

  	
   

  	
  Swing Line Loans

  	
   

  	
  48

  
	
  2.05

  	
   

  	
  Prepayments

  	
   

  	
  51

  
	
  2.06

  	
   

  	
  Termination or Reduction of Revolving Commitments

  	
   

  	
  52

  
	
  2.07

  	
   

  	
  Repayment of Loans

  	
   

  	
  53

  
	
  2.08

  	
   

  	
  Interest

  	
   

  	
  55

  
	
  2.09

  	
   

  	
  Fees

  	
   

  	
  56

  
	
  2.10

  	
   

  	
  Computation of Interest and Fees

  	
   

  	
  56

  
	
  2.11

  	
   

  	
  Evidence of Debt

  	
   

  	
  57

  
	
  2.12

  	
   

  	
  Payments Generally; Administrative Agent’s Clawback

  	
   

  	
  58

  
	
  2.13

  	
   

  	
  Sharing of Payments by Lenders

  	
   

  	
  59

  
	
  2.14

  	
   

  	
  Increase in Commitments

  	
   

  	
  60

  
	
  2.15

  	
   

  	
  Joint and Several Liability

  	
   

  	
  62

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE III.

  TAXES, YIELD PROTECTION AND ILLEGALITY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.01

  	
   

  	
  Taxes

  	
   

  	
  63

  
	
  3.02

  	
   

  	
  Illegality

  	
   

  	
  65

  
	
  3.03

  	
   

  	
  Inability to Determine Rates

  	
   

  	
  65

  
	
  3.04

  	
   

  	
  Increased Costs; Reserves on Eurodollar Rate Loans

  	
   

  	
  66

  
	
  3.05

  	
   

  	
  Compensation for Losses

  	
   

  	
  67

  
	
  3.06

  	
   

  	
  Mitigation Obligations; Replacement of Lenders

  	
   

  	
  68

  
	
  3.07

  	
   

  	
  Survival

  	
   

  	
  68

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE IV.

  CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.01

  	
   

  	
  Conditions of Effectiveness

  	
   

  	
  69

  



 



 i
 









 


	
  4.02

  	
   

  	
  Conditions to All Credit Extensions

  	
   

  	
  77

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE V.

  REPRESENTATIONS AND WARRANTIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.01

  	
   

  	
  Existence, Qualification and Power; Compliance with
  Laws

  	
   

  	
  78

  
	
  5.02

  	
   

  	
  Authorization; No Contravention

  	
   

  	
  78

  
	
  5.03

  	
   

  	
  Governmental Authorization; Other Consents

  	
   

  	
  78

  
	
  5.04

  	
   

  	
  Binding Effect

  	
   

  	
  79

  
	
  5.05

  	
   

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

  	
   

  	
  79

  
	
  5.06

  	
   

  	
  Litigation

  	
   

  	
  80

  
	
  5.07

  	
   

  	
  No Default

  	
   

  	
  80

  
	
  5.08

  	
   

  	
  Ownership of Property; Liens

  	
   

  	
  80

  
	
  5.09

  	
   

  	
  Environmental Compliance

  	
   

  	
  81

  
	
  5.10

  	
   

  	
  Insurance

  	
   

  	
  81

  
	
  5.11

  	
   

  	
  Taxes

  	
   

  	
  82

  
	
  5.12

  	
   

  	
  ERISA Compliance

  	
   

  	
  82

  
	
  5.13

  	
   

  	
  Subsidiaries; Equity Interests

  	
   

  	
  83

  
	
  5.14

  	
   

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

  	
   

  	
  83

  
	
  5.15

  	
   

  	
  Disclosure

  	
   

  	
  83

  
	
  5.16

  	
   

  	
  Compliance with Laws

  	
   

  	
  83

  
	
  5.17

  	
   

  	
  Intellectual Property; Licenses, Etc.

  	
   

  	
  83

  
	
  5.18

  	
   

  	
  Collateral Documents

  	
   

  	
  84

  
	
  5.19

  	
   

  	
  Solvency

  	
   

  	
  84

  
	
  5.20

  	
   

  	
  Labor Matters

  	
   

  	
  84

  
	
  5.21

  	
   

  	
  Gaming Matters

  	
   

  	
  84

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VI.

  AFFIRMATIVE COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.01

  	
   

  	
  Financial Statements

  	
   

  	
  85

  
	
  6.02

  	
   

  	
  Certificates; Other Information

  	
   

  	
  86

  
	
  6.03

  	
   

  	
  Notices

  	
   

  	
  88

  
	
  6.04

  	
   

  	
  Payment of Obligations

  	
   

  	
  88

  
	
  6.05

  	
   

  	
  Preservation of Existence, Etc.

  	
   

  	
  88

  
	
  6.06

  	
   

  	
  Maintenance of Properties

  	
   

  	
  89

  
	
  6.07

  	
   

  	
  Maintenance of Insurance

  	
   

  	
  89

  
	
  6.08

  	
   

  	
  Compliance with Laws

  	
   

  	
  89

  
	
  6.09

  	
   

  	
  Books and Records

  	
   

  	
  89

  
	
  6.10

  	
   

  	
  Inspection Rights

  	
   

  	
  89

  
	
  6.11

  	
   

  	
  Use of Proceeds

  	
   

  	
  90

  
	
  6.12

  	
   

  	
  Compliance with Agreements

  	
   

  	
  90

  
	
  6.13

  	
   

  	
  Covenant to Guarantee Obligations and Give Security

  	
   

  	
  90

  
	
  6.14

  	
   

  	
  Environmental Covenant

  	
   

  	
  93

  



 



 ii
 









 


	
  6.15

  	
   

  	
  Accuracy of Information

  	
   

  	
  94

  
	
  6.16

  	
   

  	
  Further Assurances

  	
   

  	
  94

  
	
  6.17

  	
   

  	
  Compliance with Terms of Leaseholds

  	
   

  	
  94

  
	
  6.18

  	
   

  	
  [reserved]

  	
   

  	
  94

  
	
  6.19

  	
   

  	
  Interest Rate Hedging

  	
   

  	
  94

  
	
  6.20

  	
   

  	
  Lien Searches

  	
   

  	
  94

  
	
  6.21

  	
   

  	
  Material Contracts

  	
   

  	
  95

  
	
  6.22

  	
   

  	
  Gaming Licenses

  	
   

  	
  95

  
	
  6.23

  	
   

  	
  Cash Collateral Accounts

  	
   

  	
  95

  
	
  6.24

  	
   

  	
  Construction Covenants

  	
   

  	
  95

  
	
  6.25

  	
   

  	
  In Balance Covenants

  	
   

  	
  96

  
	
  6.26

  	
   

  	
  Designation of Unrestricted Subsidiaries

  	
   

  	
  96

  
	
  6.27

  	
   

  	
  Pledge Undertakings

  	
   

  	
  96

  
	
  6.28

  	
   

  	
  Additional Post Closing Matters

  	
   

  	
  97

  
	
  6.29

  	
   

  	
   

  	
   

  	
  97

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VII.

  NEGATIVE COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.01

  	
   

  	
  Liens

  	
   

  	
  97

  
	
  7.02

  	
   

  	
  Investments

  	
   

  	
  97

  
	
  7.03

  	
   

  	
  Indebtedness

  	
   

  	
  98

  
	
  7.04

  	
   

  	
  Fundamental Changes

  	
   

  	
  99

  
	
  7.05

  	
   

  	
  Dispositions

  	
   

  	
  100

  
	
  7.06

  	
   

  	
  Restricted Payments

  	
   

  	
  101

  
	
  7.07

  	
   

  	
  Change in Nature of Business

  	
   

  	
  102

  
	
  7.08

  	
   

  	
  Transactions with Affiliates

  	
   

  	
  103

  
	
  7.09

  	
   

  	
  Burdensome Agreements

  	
   

  	
  103

  
	
  7.10

  	
   

  	
  Use of Proceeds

  	
   

  	
  103

  
	
  7.11

  	
   

  	
  Financial Covenants

  	
   

  	
  103

  
	
  7.12

  	
   

  	
  Capital Expenditures

  	
   

  	
  104

  
	
  7.13

  	
   

  	
  Payment of Subordinated Debt

  	
   

  	
  105

  
	
  7.14

  	
   

  	
  Construction of the Projects

  	
   

  	
  105

  
	
  7.15

  	
   

  	
  Amendment, Etc. of Indebtedness

  	
   

  	
  107

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VIII.

  EVENTS OF DEFAULT AND REMEDIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.01

  	
   

  	
  Events of Default

  	
   

  	
  107

  
	
  8.02

  	
   

  	
  Remedies upon Event of Default

  	
   

  	
  110

  
	
  8.03

  	
   

  	
  Application of Funds

  	
   

  	
  111

  
	
  8.04

  	
   

  	
  Equity Cure

  	
   

  	
  112

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE IX.

  ADMINISTRATIVE AGENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.01

  	
   

  	
  Appointment and Authority

  	
   

  	
  113

  



 



 iii
 









 


	
  9.02

  	
   

  	
  Rights as a Lender

  	
   

  	
  113

  
	
  9.03

  	
   

  	
  Exculpatory Provisions

  	
   

  	
  113

  
	
  9.04

  	
   

  	
  Reliance by Administrative Agent

  	
   

  	
  114

  
	
  9.05

  	
   

  	
  Delegation of Duties

  	
   

  	
  114

  
	
  9.06

  	
   

  	
  Resignation of Administrative Agent

  	
   

  	
  115

  
	
  9.07

  	
   

  	
  Non-Reliance on Administrative Agent and Other
  Lenders

  	
   

  	
  116

  
	
  9.08

  	
   

  	
  No Other Duties, Etc.

  	
   

  	
  116

  
	
  9.09

  	
   

  	
  Administrative Agent May File Proofs of Claim

  	
   

  	
  116

  
	
  9.10

  	
   

  	
  Collateral and Guaranty Matters

  	
   

  	
  117

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE X.

  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.01

  	
   

  	
  Amendments, Etc.

  	
   

  	
  117

  
	
  10.02

  	
   

  	
  Notices; Effectiveness; Electronic Communication

  	
   

  	
  119

  
	
  10.03

  	
   

  	
  No Waiver; Cumulative Remedies

  	
   

  	
  121

  
	
  10.04

  	
   

  	
  Expenses; Indemnity; Damage Waiver

  	
   

  	
  121

  
	
  10.05

  	
   

  	
  Payments Set Aside

  	
   

  	
  123

  
	
  10.06

  	
   

  	
  Successors and Assigns

  	
   

  	
  123

  
	
  10.07

  	
   

  	
  Treatment of Certain Information; Confidentiality

  	
   

  	
  128

  
	
  10.08

  	
   

  	
  Right of Setoff

  	
   

  	
  128

  
	
  10.09

  	
   

  	
  Interest Rate Limitation

  	
   

  	
  129

  
	
  10.10

  	
   

  	
  Counterparts; Integration; Effectiveness

  	
   

  	
  129

  
	
  10.11

  	
   

  	
  Survival of Representations and Warranties

  	
   

  	
  129

  
	
  10.12

  	
   

  	
  Severability

  	
   

  	
  130

  
	
  10.13

  	
   

  	
  Replacement of Lenders

  	
   

  	
  130

  
	
  10.14

  	
   

  	
  Governing Law; Jurisdiction; Etc.

  	
   

  	
  131

  
	
  10.15

  	
   

  	
  Waiver of Jury Trial

  	
   

  	
  132

  
	
  10.16

  	
   

  	
  USA PATRIOT Act Notice

  	
   

  	
  132

  
	
  10.17

  	
   

  	
  Cooperation with Gaming Boards

  	
   

  	
  132

  
	
  10.18

  	
   

  	
  Removal of a Lender

  	
   

  	
  132

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURES

  	
   

  	
  S-1

  



 


SCHEDULES




	
  1.01(a)

  	
  Existing Letters of Credit

  
	
  1.01(b)

  	
  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

  






 



 iv
 









 


	
  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

  
	
  7.08

  	
  Affiliate Transactions

  
	
  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-1

  	
   

  	
  Committed Loan Notice

  
	
  C-2

  	
   

  	
  Swing Line Loan Notice

  
	
  D

  	
   

  	
  Compliance Certificate

  
	
  E

  	
   

  	
  Subsidiary Guaranty

  
	
  F

  	
   

  	
  Intercreditor Agreement

  
	
  H-1

  	
   

  	
  Term Note

  
	
  H-2

  	
   

  	
  Revolving Note

  
	
  H-3

  	
   

  	
  Swing Line 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 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, Collateral Agent, Swing Line
Lender and L/C Issuer, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
as Syndication Agent and CIT LENDING SERVICES CORPORATION, COMMERZBANK
AG, LOS ANGELES BRANCH and NEVADA STATE BANK, as Co-Documentation Agents.  Banc of America Securities LLC and Merrill
Lynch, Pierce, Fenner & Smith Incorporated 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 revolving credit facility, term loan
facility and a delayed draw 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.


“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.


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













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


“Aggregate Credit
Exposures” means, at any time, the sum of (i) the unused portion of the Aggregate
Revolving Commitment then in effect, (ii) the unused portion of each Term Loan
Commitment then in effect and (iii) the Total Outstandings at such time.


“Aggregate Revolving
Commitments” means the Revolving Commitments of all Revolving Lenders.  As of the Effective Date, the Aggregate
Revolving Commitments are $110,000,000.


“Agreement” means
this Credit Agreement.


“Applicable
Rate” means (a) with respect to the Term Loans (i) 2.25% per annum, in the
case of Eurodollar Rate Loans, and (ii) 1.25% per annum, in the case of Base
Rate Loans, and (b) with respect to the Revolving Loans the following
percentages per annum, based upon the Consolidated Total Leverage Ratio as set
forth in the most recent Compliance Certificate received by the Administrative
Agent pursuant to Section 6.02(b):


Applicable
Rate


	
  Pricing

  Level

  	
   

  	
  Consolidated Total

  Leverage Ratio

  	
   

  	
  Commitment

  Fee

  	
   

  	
  Eurodollar Rate and

  Letter of Credit Fee

  	
   

  	
  Base Rate

  Advances

  	
   

  
	
  1

  	
   

  	
  <5.00:1

  	
   

  	
  0.375

  	
  %

  	
  2.00

  	
  %

  	
  1.00

  	
  %

  
	
  2

  	
   

  	
  >5.00:1 but
  <5.50:1

  	
   

  	
  0.50

  	
  %

  	
  2.25

  	
  %

  	
  1.25

  	
  %

  
	
  3

  	
   

  	
  >5.50:1

  	
   

  	
  0.625

  	
  %

  	
  2.50

  	
  %

  	
  1.50

  	
  %

  



Any increase or
decrease in the Applicable Rate resulting from a change in the Consolidated
Total Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is delivered pursuant
to Section 6.02(b); provided, however, that if a
Compliance Certificate is not delivered when due in accordance with such Section,
then Pricing Level 3 shall apply as of the first Business Day after the date on
which such Compliance Certificate was required to have been delivered.  The Applicable Rate (including, without
limitation, the Commitment Fee) in effect from the Effective Date through the
date that CCR delivers a Compliance Certificate for the fiscal quarter ending
on September 30, 2007 shall be no less than the rate determined based upon
Pricing Level 2.  Notwithstanding
anything to the contrary contained in this definition, the determination of the
Applicable Rate for any period shall be subject to the provisions of Section
2.10(b).


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



 2
 









“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.


“Auto-Extension Letter
of Credit” has the meaning specified in Section 2.03(b)(iii).


“Availability Period”
means the period from and including the Effective Date to the earliest of (a)
the Maturity Date, (b) the date of termination of the Aggregate Revolving Commitments
pursuant to Section 2.06, and (c) the date of termination of the
commitment of each Revolving Lender to make Loans and of the obligation of the
L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.


“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 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.



 3
 









“Borrowing” means
a Committed Borrowing or a Swing Line Borrowing, as the context may require.


“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 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 Collateralize”
has the meaning specified in Section 2.03(g).


“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 



 4
 









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
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, respectively,
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.



 5
 









“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 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.


Co-Documentation Agents”
means, collectively, CIT Lending Services Corporation,
Commerzbank AG, Los Angeles Branch and Nevada State Bank, in their capacity as
co-documentation agents under any of the Loan Documents, or any of their respective
successor.



 6
 









“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 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 Administrative Agent
and Collateral Agent for the benefit of the Secured Parties.


“Commitment” means
for each Lender, such Lender’s Revolving Commitment and/or Term Loan Commitment.


“Commitments”
means the Revolving Commitments and the Term Loan Commitments.


“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 or by each of
the Revolving Lenders pursuant to Section 2.01(b).


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


“Committed Loan Notice”
means (i) a notice of (a) a Committed Borrowing, (b) a conversion of Committed
Loans from one Type to the other or (c) 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-1, or (ii) a deemed Committed
Loan Notice pursuant to Section 2.04(c)(i) or (ii).


“Commitment Fee”
has the meaning specified in Section 2.09(a).


“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 



 7
 









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 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 Interest
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
Interest Coverage Ratio Annualization.


“Consolidated Interest
Coverage 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 that 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).



 8
 









“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 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 an 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.



 9
 









“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”
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.


“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.


“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.


“Credit Extension”
means each of the following:  (a) a
Borrowing and (b) an L/C Credit Extension.


“Cure Amount” has
the meaning specified in Section 8.04.


“Cure Right” has
the meaning specified in Section 8.04.


“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



 10















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 (a) when used with respect
to Obligations other than Letter of Credit Fees, 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, and (b) when used with respect to
Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.


“Defaulting Lender” means any Lender that (a)
has failed to fund any portion of the Committed Loans, participations in L/C
Obligations, L/C Advances, or participations in Swing Line Loans 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 2.01(a).


“Delayed Draw Closing Date” has the meaning
specified in Section 2.01(a).


“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.



 11
 









“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, the L/C Issuer
and the Swing Line Lender, 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 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).



 12
 









“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
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 Disposition of assets during that period (other than
Dispositions permitted by Sections 7.05(a) through 7.05(g)), plus
(c) amounts released from the Reserves and applied to repay the Term 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) Restricted Payments permitted under Section
7.06(b) made during that period, plus (g) any decrease (or
minus any increase) in CCR’s consolidated working capital during that period, minus
(h) any repayments with respect to the Term 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
mandatory prepayments with respect to the Aggregate Revolving Commitments
during such period which require a concurrent reduction in the amount of the
Aggregate Revolving Commitments, minus (k) any pre-opening expenses
during such period, minus (l)  the Management Compensation paid by
CCR or its Subsidiaries 



 13
 









during such period, and minus (m) 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, the L/C Issuer, the Swing Line 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 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 Letters of Credit” means the letters
of credit set forth on Schedule 1.01(a).


“Existing Policies” has the meaning specified
in Section 4.01(a)(iv)(b).


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


“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.


“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 



 14
 









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.


“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.


“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.


“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 



 15
 









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, 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 



 16
 









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(b) 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.


“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, (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 



 17
 









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).


“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.



 18
 









“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.


“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 (including a Swing Line 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.



 19
 









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


“IRS” means the United States Internal Revenue
Service.


“ISP” means, with respect to any Letter of
Credit, the “International Standby Practices 1998” published by the Institute
of International Banking Law & Practice (or such later version thereof as
may be in effect at the time of issuance).


“Issuer Documents” means with respect to any
Letter of Credit, the Letter of Credit Application, and any other document,
agreement and instrument entered into by the L/C Issuer and CCR (or any Restricted
Subsidiary) or in favor of the L/C Issuer and relating to any such Letter of
Credit.


“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.


“L/C Advance” means, with respect to each
Revolving Lender, such Revolving Lender’s funding of its participation in any
L/C Borrowing in accordance with its Pro Rata Share.


“L/C Borrowing” means an extension of credit
resulting from a drawing under any Letter of Credit which has not been
reimbursed on the date when made or refinanced as a Committed Borrowing.


“L/C Credit Extension” means, with respect to
any Letter of Credit, the issuance thereof or extension of the expiry date
thereof, or the increase of the amount thereof.


“L/C Issuer” means, as the context may require,
(a) Bank of America in its capacity as issuer of Letters of Credit hereunder,
or any successor issuer of Letters of Credit hereunder; (b) Wells Fargo,
National Association; (c) any other Lender that may become an L/C Issuer
pursuant to Sections 2.03(m) and (n) in its capacity as
issuer of Letters of Credit issued by such Lender; or (d) collectively,
all of the foregoing.


“L/C Obligations” means, as at any date of
determination, the aggregate amount available to be drawn under all outstanding
Letters of Credit plus the aggregate of all Unreimbursed Amounts,
including all L/C Borrowings.  For
purposes of computing the amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.06.  For all
purposes of this Agreement, if on any date of determination a Letter of Credit
has expired by its terms but any amount may still be drawn thereunder by reason
of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed
to be “outstanding” in the amount so remaining available to be drawn.


“Leases” means any and all leases, subleases,
tenancies, options, concession agreements, rental agreements, occupancy
agreements, franchise agreements, access agreements and any



 20















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.


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


“Lender” has the meaning specified in the
introductory paragraph hereto and, as the context requires, includes the Swing
Line Lender.


“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 specify by notice to the Borrowers and the Administrative
Agent.


“Letter of Credit” means any standby letter of
credit issued hereunder and the Existing Letters of Credit.


“Letter of Credit Application” means an
application and agreement for the issuance or amendment of a Letter of Credit
in the form from time to time in use by the L/C Issuer.


“Letter of Credit Expiration Date” means the
day that is seven days prior to the Maturity Date then in effect (or, if such
day is not a Business Day, the next preceding Business Day).


“Letter of Credit Fee” has the meaning
specified in Section 2.03(i).


“Letter of Credit Sublimit” means an amount
equal to $25,000,000.  The Letter of
Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.


“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 in the form of a Committed Loan or a Swing Line
Loan.


“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; provided that for purposes of the definition of
“Material Adverse Effect” and Articles IV through 



 21
 









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 (a) in the case of the
Term Loans, May18, 2013 and (b) in the case of the Revolving Loans, May 18,
2012; 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.



 22
 









“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:


(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, LLC leases all of the Real Property
owned by NP Land, LLC, to Nevada Palace, LLC.


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



 23
 









“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-1, H-2 or H-3.


“Notice of Issuance of Permitted Cure Securities”
has the meaning specified in Section 6.01(f).


“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 Letter of Credit 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.


“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.


“Outstanding Amount” means (i) with respect to
Committed Loans and Swing Line Loans on any date, the aggregate outstanding principal
amount thereof after giving effect to any 



 24
 









borrowings and prepayments or repayments of Committed
Loans and Swing Line Loans, as the case may be, occurring on such date; and
(ii) with respect to any L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension occurring
on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements by the
Borrowers of Unreimbursed Amounts, including L/C Borrowings.


“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 Cure Securities” means Equity
Interests (if other than cash common equity interest on terms and conditions
reasonably acceptable to the Administrative Agent) of CCR designated as Permitted
Cure Securities in the Notice of Issuance of Permitted Cure Securities delivered
by CCR to the Administrative Agent that are issued to the Permitted Holders in
connection with Cure Rights being exercised by CCR under Section 8.04
(the net proceeds of which are contributed in cash to the common equity of
CCR).


“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 Liens” means, with respect to any
property (i) reversionary interests of a lessor under a lease of property,
whether real or personal, tangible or intangible, or (ii) Liens, or options or
rights to acquire Liens, that are:


(a)           Liens
pursuant to any Loan Document;


(b)           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 Section 7.03(c);



 25
 









(c)           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;


(d)           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;


(e)           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;


(f)            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;


(g)           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;


(h)           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;


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


(j)            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);


(k)           Liens
securing Indebtedness permitted under Section 7.03(f); 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;


(l)            Permitted
Encumbrances;



 26
 









(m)          subject
to the terms of the Intercreditor Agreement, Liens securing Indebtedness under
Second Lien Credit Agreement in an aggregate principal amount not to exceed
$265 million;


(n)           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.); and


(o)           Liens
in the form of restrictions on transfers of Equity Interests of CCR and its
Subsidiaries under Gaming Laws and required regulatory redemptions of such
Equity Interests under Gaming Laws.


“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.


“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”.



 27
 









“Pro Rata Share” means, with respect to any
Commitment of Lender at any time, a fraction (expressed as a percentage,
carried out to the ninth decimal place), the numerator of which is the amount
of the respective Commitment of such Lender at such time and the denominator of
which is the amount of the aggregate amount of such Commitments at such time
or, in the case of the Term Loan Lenders from 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 Term Loans of such Term Loan Lender and
the denominator of which is the Outstanding Amount of all Term Loans; provided
that if the commitment of each Revolving Lender to make Revolving Loans and the
obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section 8.02, then the Pro Rata Share of each Revolving
Lender shall be determined based on the Pro Rata Share of such Revolving Lender
immediately prior to such termination and after giving effect to any subsequent
assignments made pursuant to the terms hereof.


“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 7.07 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.


“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.



 28
 









“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.


“Repricing
Transaction” means the incurrence by any Loan Party of any Indebtedness
(including, without limitation, any new or additional term loans under this
Agreement) that is secured or is broadly marketed or syndicated to banks and
other institutional investors in financings similar to this Agreement (i)
having an effective interest rate margin or weighted average yield (to be determined
by the Administrative Agent consistent with generally accepted financial
practice) that is less than the Applicable Rate for, or weighted average yield
(to be determined by the Administrative Agent on the same basis) of, the Term
Loans and (ii) the proceeds of which are used to repay, in whole or in part,
principal of outstanding Term Loans.


“Request for Credit Extension” means (a) with
respect to a Borrowing, conversion or continuation of Committed Loans, a
Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of
Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line
Loan Notice.


“Required Lenders” means, as of any date of
determination, Lenders having more than 50% of the sum of (i) the Aggregate
Revolving Commitments and (ii) prior to the Effective Date, the Term Loan
Commitments and thereafter, the aggregate Outstanding Amount of all Term Loans
and Term Loan Commitments or, if the commitment of each Lender to make Loans
and the obligation of the L/C Issuer to make L/C Credit Extensions have been
terminated pursuant to Section 8.02, Lenders holding in the aggregate
more than 50% of the Total Outstandings (with the aggregate amount of each
Lender’s risk participation and funded participation in L/C Obligations and
Swing Line Loans being deemed “held” by such Lender for purposes of this definition);
provided that the Commitment of, and the portion of the Total
Outstandings held or deemed held by, any Defaulting Lender shall be excluded
for purposes of making a determination of Required Lenders.


“Required Revolving Lenders” means, as of any
date of determination, Revolving Lenders having more than 50% of the Aggregate
Revolving Commitments or, if the commitment of each Revolving Lender to make
Revolving Loans and the obligation of the L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 8.02, Revolving
Lenders holding in the aggregate more than 50% of the Total Revolving
Outstandings (with the aggregate amount of each Revolving Lender’s risk
participation and funded participation in L/C Obligations and Swing Line Loans
being deemed “held” by such Revolving Lender for purposes of this definition); provided
that the Commitment of, and the portion of the Total Revolving Outstandings
held or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Revolving Lenders.


“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 



 29
 









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 Payment” means any dividend or
other distribution (whether in cash, securities or other property) with respect
to any capital stock or other Equity Interest of CCR or any Restricted
Subsidiary, or any payment (whether in cash, securities or other property), including
any sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any such capital stock
or other Equity Interest, or on account of any return of capital to CCR’s
stockholders, partners or members (or the equivalent Person thereof) or any
payment of management, advisory or similar fees to any shareholder of CCR or
any Affiliate thereof.


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


“Revolving Commitment” means, as to each
Revolving Lender, its obligation to (a) make Revolving Loans to the Borrowers
pursuant to Section 2.01(b), (b) purchase participations in L/C
Obligations, and (c) purchase participations in Swing Line Loans, in an
aggregate principal amount at any one time outstanding not to exceed the amount
set forth opposite such Revolving Lender’s name on Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Revolving Lender becomes a
party hereto, as applicable, as such amount may be adjusted from time to time
in accordance with this Agreement.  The
Revolving Commitments may be increased in accordance with Section 2.14.


“Revolving Lender” means each Lender that holds
a Revolving Commitment.


“Revolving Loan” means each Loan made by a
Revolving Lender under the Revolving Commitment.


“Revolving Note” means the promissory note made
by the Borrowers to a Revolving Lender evidencing that Lender’s Pro Rata Share
of the Revolving Commitment, substantially in the form of Exhibit H-2,
either as originally executed or as the same may from time to time be
supplemented, modified, amended, renewed, extended or supplanted.


“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.


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


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



 30















“Second Lien Credit
Agreement” means (i) that certain credit agreement dated as of the date
hereof among the Borrowers, the lenders party thereto and Bank of America,
N.A., as administrative agent and collateral agent for the Second Lien Secured
Parties, as amended, restated, supplemented or modified from time to time to
the extent permitted by this Agreement and 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 Second Lien Credit Agreement, unless such agreement
or instrument expressly provides that it is not intended to be and is not a
Second Lien Credit Agreement hereunder. 
Any reference to the Second Lien Credit Agreement hereunder shall be
deemed a reference to any Second Lien Credit Agreement then in existence.


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


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


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


“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 L/C Issuer, 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 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.



 31
 









“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 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).


“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.



 32
 









“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 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).


“Swing Line” means
the revolving credit facility made available by the Swing Line Lender pursuant
to Section 2.04.


“Swing Line Borrowing”
means a borrowing of a Swing Line Loan pursuant to Section 2.04.


“Swing Line Lender”
means Bank of America in its capacity as provider of Swing Line Loans, or any
successor swing line lender hereunder.


“Swing Line Loan”
has the meaning specified in Section 2.04(a).


“Swing Line Loan
Notice” means a notice of a Swing Line Borrowing pursuant to Section
2.04(b), which, if in writing, shall be substantially in the form of Exhibit
C-2.


“Swing Line Note”
means the promissory note made by the Borrowers to the Swing Line Lender,
substantially in the form of Exhibit H-3, either as originally executed
or as the same may from time to time be supplemented, modified, amended,
renewed, extended or supplemented.



 33
 









“Swing Line Sublimit”
means an amount equal to the lesser of (a) $5,000,000 and (b) the
Aggregate Revolving Commitments.  The
Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving
Commitments.


“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
(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’s 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.


“Term Loan” has
the meaning set forth in Section 2.01(a).


“Term Loan Commitment”
means, as to each Term Loan Lender, the commitment of that Lender to make its
Term Loan.  As of the Effective Date, the
aggregate Term Loan Commitment is $635,000,000 (subject to reduction in
accordance with clause 2.01(a)) and the respective Pro Rata Shares of the Term
Loan Lenders with respect to the Term Loan Commitment are set forth 



 34
 









in the records of the
Administrative Agent.  The aggregate Term
Loan Commitment may be increased in accordance with Section 2.14.


“Term Loan Lender”
means each Lender that holds a Term Loan and/or a Term Loan Commitment.


“Term Note” means
the promissory note made by the Borrowers to a Term Loan Lender evidencing that
Lender’s Pro Rata Share of the Term Loan Commitment, substantially in the form
of Exhibit H-1, either as originally executed or as the same may from
time to time be supplemented, modified, amended, renewed, extended or
supplanted.


“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 and all L/C Obligations.


“Total Revolving
Outstandings” means the aggregate Outstanding Amount of all Revolving
Loans, Swing Line Loans and all L/C Obligations.


“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.


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


“Unreimbursed Amount”
has the meaning specified in Section 2.03(c)(i).



 35
 









“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.


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 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.



 36
 









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.


1.04        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).


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


1.06        Letter of Credit Amounts.  Unless
otherwise specified herein, the amount of a Letter of Credit at any time shall
be deemed to be the stated amount of such Letter of Credit in effect at such
time less amounts that have been drawn prior to such time and not reinstated; provided,
however, that with respect to any Letter of Credit that, by its terms or
the terms of any Issuer Document related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such Letter of
Credit shall be deemed to be the maximum stated amount of such Letter of Credit
after giving effect to all such increases, whether or not such maximum stated
amount is in effect at such time.


ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS


2.01        Committed Loans.


(a)           Subject to the terms and conditions
set forth herein, each Term Loan Lender severally agrees to lend to the
Borrowers its Pro Rata Share of the Term Loan Commitment (each individually, a “Term
Loan” and, collectively, the “Term Loans”).  Subject to Section 2.14, the Term
Loans shall be made by the Term Loan Lenders simultaneously and proportionately
to their respective Pro Rata Shares (i) in a single Borrowing of $350,000,000
on the Effective Date 



 37
 









and (ii) on any Drawing Date
(as defined below) as requested by the Borrowers to be made on such dates and
in accordance with the limitations described in this clause (a), it being
understood that no Term Loan Lender shall be responsible for any failure by any
other Term Loan Lender to perform its obligation to make any Term Loan
hereunder nor shall the Term Loan Commitment of any Term Loan Lender be
increased or decreased as a result of any such failure.  Term Loans made on the Effective Date shall
not exceed for any Lender the Term Loan Commitment of such Lender (as reduced
by such Lender’s Pro Rata Share of the Delayed Draw Amount, which shall be in
the aggregate $285,000,000 (collectively, the “Delayed Draw Amount”) on
the Effective Date).  The Delayed Draw
Amount shall remain available to be borrowed by the Borrowers from time to
time, on any Business Day, following the Effective Date to and including the
540th day following the Effective Date (the “Delayed
Draw Closing Date”) and may be borrowed in not more than five drawings (the
date of each such drawings, a “Drawing Date”) in minimum amounts of
$25,000,000 and $25,000,000 increments in excess thereof for the purpose of
being deposited into any of the Cannery East Construction Disbursement Account
or the Meadows Construction Disbursement Account, as applicable.  Any remaining unutilized amount of the Term
Loan Commitment shall cease to be available after the Delayed Draw Closing
Date.  Amounts prepaid or repaid in
respect of Term Loans may not be reborrowed.


(b)           Subject to the terms and conditions
set forth herein, each Revolving Lender severally agrees to make Revolving
Loans to the Borrowers from time to time, on any Business Day during the
Availability Period, in an aggregate amount not to exceed at any time
outstanding the amount of such Lender’s Revolving Commitment; provided, however,
that after giving effect to any Borrowing of Revolving Loans, (i) the Total
Revolving Outstandings shall not exceed the Aggregate Revolving Commitments,
and (ii) the aggregate Outstanding Amount of the Revolving Loans of any
Revolving Lender, plus such Revolving Lender’s Pro Rata Share of the Outstanding
Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata
Share of the Outstanding Amount of all Swing Line Loans shall not exceed such
Lender’s Revolving Commitment.  Within
the limits of each Revolving Lender’s Revolving Commitment, and subject to the
other terms and conditions hereof, the Borrowers may borrow under this Section
2.01(b), prepay under Section 2.05, and reborrow under this Section
2.01(b).  Revolving Loans may be Base
Rate Loans or Eurodollar Rate Loans, as further provided herein.


2.02        Borrowings, Conversions and
Continuations of Committed Loans.


(a)           Each Committed Borrowing, each
conversion of Committed 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 Committed
Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed
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 Committed
Loans shall be in a principal 



 38
 









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
Committed 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 Committed Loans to be borrowed, converted or continued, (iv) the Type of
Committed Loans to be borrowed or to which existing Committed Loans are to be
converted, (v) whether the Borrowing is to be of Term Loans or Revolving Loans,
(vi) the Borrower that will receive the proceeds of the Borrowing and (vii) if
applicable, the duration of the Interest Period with respect thereto.  If the Borrowers fail to specify a Type of
Committed 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 Committed Loans shall be made as Base Rate Loans and previously outstanding
Committed 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.


(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 Committed 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 Committed 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 4.02 (and, if such Borrowing is the initial
Credit Extension, 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; provided, however,
that if, on the date the Committed Loan Notice with respect to such Borrowing
is given by the Borrowers, there are L/C Borrowings outstanding, then the proceeds
of such Borrowing, first, shall be applied to the payment in full of any
such L/C Borrowings, and second, shall be made available to the
Borrowers as provided above.


(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 Term Loans may be requested as,
converted to or continued as Eurodollar Rate Loans without the consent of the
Term Loan Lenders holding more than 50% of the outstanding Term Loans and no
Revolving Loans may be requested as, converted to or continued as Eurodollar
Rate Loans without the consent of the Required Revolving Lenders.


(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 



 39
 









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


2.03        Letters of Credit.


(a)           The Letter of Credit Commitment.


(i)      Subject to the terms and
conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the
agreements of the other Revolving Lenders set forth in this Section 2.03,
(1) from time to time on any Business Day during the period from the Effective
Date until the Letter of Credit Expiration Date, to issue Letters of Credit for
the account of the Borrowers or their Restricted Subsidiaries, and to amend or
extend Letters of Credit previously issued by it, in accordance with subsection
(b) below, and (2) to honor drawings under the Letters of Credit; and (B) the
Revolving Lenders severally agree to participate in Letters of Credit issued
for the account of the Borrowers or their Restricted Subsidiaries and any
drawings thereunder; provided that after giving effect to any L/C Credit
Extension with respect to any Letter of Credit, (x) the Total Revolving
Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the
aggregate Outstanding Amount of the Committed Loans of any Revolving Lender, plus
such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus
such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing
Line Loans shall not exceed such Revolving Lender’s Commitment (except, with
respect to the Swing Line Lender, as permitted pursuant to Section 2.04(a)),
and (z) the Outstanding Amount of the L/C Obligations shall not exceed the
Letter of Credit Sublimit.  Each request
by the Borrowers for the issuance or amendment of a Letter of Credit shall be
deemed to be a representation by the Borrowers that the L/C Credit Extension so
requested complies with the conditions set forth in the proviso to the
preceding sentence.  Within the foregoing
limits, and subject to the terms and conditions hereof, the Borrowers’ ability
to obtain Letters of Credit shall be fully revolving, and accordingly the
Borrowers may, during the foregoing period, obtain Letters of Credit to replace
Letters of Credit that have expired or that have been drawn upon and
reimbursed.


(ii)     The L/C Issuer shall not
issue any Letter of Credit, if:


(A)          subject
to Section 2.03(b)(iii), the expiry date of such requested Letter of
Credit would occur more than twelve months after the date of issuance or last
extension, unless the Required Revolving Lenders have approved such expiry
date; or


(B)           the
expiry date of such requested Letter of Credit would occur after the Letter of
Credit Expiration Date, unless all of the Revolving Lenders have approved such
expiry date.


(iii)    The L/C Issuer shall not
be under any obligation to issue any Letter of Credit if:


(A)          any
order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter
of



 40















Credit, or any Law applicable to the L/C
Issuer or any request or directive (whether or not having the force of law)
from any Governmental Authority with jurisdiction over the L/C Issuer shall
prohibit, or request that the L/C Issuer refrain from, the issuance of letters
of credit generally or such Letter of Credit in particular or shall impose upon
the L/C Issuer with respect to such Letter of Credit any restriction, reserve
or capital requirement (for which the L/C Issuer is not otherwise compensated
hereunder) not in effect on the Effective Date, or shall impose upon the L/C
Issuer any unreimbursed loss, cost or expense which was not applicable on the
Effective Date and which the L/C Issuer in good faith deems material to it;


(B)           the
issuance of such Letter of Credit would violate any Laws or one or more
policies of the L/C Issuer;


(C)           except
as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter
of Credit is in an initial stated amount less than $500,000;


(D)          such
Letter of Credit is to be denominated in a currency other than Dollars;


(E)           such
Letter of Credit contains any provisions for automatic reinstatement of the
stated amount after any drawing thereunder; or


(F)           a
default of any Revolving Lender’s obligations to fund under Section 2.03(c)
exists or any Lender is at such time a Defaulting Lender hereunder, unless the
L/C Issuer has entered into satisfactory arrangements with the Borrowers or
such Lender to eliminate the L/C Issuer’s risk with respect to such Lender.


(iv)          The L/C Issuer shall
be under no obligation to amend any Letter of Credit if (A) the L/C Issuer
would have no obligation at such time to issue such Letter of Credit in its
amended form under the terms hereof, or (B) the beneficiary of such Letter of
Credit does not accept the proposed amendment to such Letter of Credit.


(v)           The L/C Issuer shall
act on behalf of the Lenders with respect to any Letters of Credit issued by it
and the documents associated therewith, and the L/C Issuer shall have all of
the benefits and immunities (A) provided to the Administrative Agent in Article
IX with respect to any acts taken or omissions suffered by the L/C Issuer
in connection with Letters of Credit issued by it or proposed to be issued by
it and Issuer Documents pertaining to such Letters of Credit as fully as if the
term “Administrative Agent” as used in Article IX included the L/C Issuer
with respect to such acts or omissions, and (B) as additionally provided herein
with respect to the L/C Issuer.


(b)           Procedures for Issuance and
Amendment of Letters of Credit; Auto-Extension Letters of Credit.


(i)            Each Letter of
Credit shall be issued or amended, as the case may be, upon the request of any
Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent)
in the form of a Letter of Credit Application, appropriately completed and
signed by a Responsible Officer of such Borrower.  Such Letter of Credit Application must be
received by the L/C Issuer 



 41
 









and the
Administrative Agent not later than 11:00 a.m. at least two Business Days (or
such later date and time as the Administrative Agent and the L/C Issuer may
agree in a particular instance in their sole discretion) prior to the proposed
issuance date or date of amendment, as the case may be.  In the case of a request for an initial
issuance of a Letter of Credit, such Letter of Credit Application shall specify
in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance
date of the requested Letter of Credit (which shall be a Business Day); (B) the
amount thereof; (C) the expiry date thereof; (D) the name and address of the
beneficiary thereof; (E) the documents to be presented by such beneficiary in
case of any drawing thereunder; (F) the full text of any certificate to be
presented by such beneficiary in case of any drawing thereunder; and (G) such
other matters as the L/C Issuer may require. 
In the case of a request for an amendment of any outstanding Letter of
Credit, such Letter of Credit Application shall specify in form and detail
satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the
proposed date of amendment thereof (which shall be a Business Day); (C) the
nature of the proposed amendment; and (D) such other matters as the L/C Issuer
may require.  Additionally, the Borrowers
shall furnish to the L/C Issuer and the Administrative Agent such other
documents and information pertaining to such requested Letter of Credit
issuance or amendment, including any Issuer Documents, as the L/C Issuer or the
Administrative Agent may require.


(ii)           Promptly after
receipt of any Letter of Credit Application, the L/C Issuer will confirm with
the Administrative Agent (by telephone or in writing) that the Administrative
Agent has received a copy of such Letter of Credit Application from the Borrowers
and, if not, the L/C Issuer will provide the Administrative Agent with a copy
thereof.  Unless the L/C Issuer has received
written notice from any Revolving Lender, the Administrative Agent or any Loan
Party, at least one Business Day prior to the requested date of issuance or
amendment of the applicable Letter of Credit, that one or more applicable
conditions specified in Section 4.02 is not then satisfied, then,
subject to the terms and conditions hereof, the L/C Issuer shall, on the requested
date, issue a Letter of Credit for the account of the Borrowers (or any of
them, or the applicable Restricted Subsidiary) or enter into the applicable
amendment, as the case may be, in each case in accordance with the L/C Issuer’s
usual and customary business practices. 
Immediately upon the issuance of each Letter of Credit, each Revolving
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees
to, purchase from the L/C Issuer a risk participation in such Letter of Credit
in an amount equal to the product of such Lender’s Pro Rata Share times
the amount of such Letter of Credit.


(iii)          If the Borrowers so
request in any applicable Letter of Credit Application, the L/C Issuer may, in
its sole and absolute discretion, agree to issue a Letter of Credit that has
automatic extension provisions (each, an “Auto-Extension Letter of Credit”);
provided that any such Auto-Extension Letter of Credit must permit the
L/C Issuer to prevent any such extension at least once in each twelve-month
period (commencing with the date of issuance of such Letter of Credit) by
giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension
Notice Date”) in each such twelve-month period to be agreed upon at the
time such Letter of Credit is issued. 
Unless otherwise directed by the L/C Issuer, the Borrowers shall not be
required to make a specific request to the L/C Issuer for any such
extension.  Once an Auto-Extension Letter
of Credit has been issued, the Revolving Lenders shall be deemed to have
authorized (but may not require) the L/C Issuer to permit the extension of such
Letter of Credit at any time to an expiry date not later than the Letter of
Credit Expiration Date; provided, however, that the L/C Issuer
shall not permit any such extension if (A) the L/C Issuer has determined that
it would not be 



 42
 









permitted, or
would have no obligation, at such time to issue such Letter of Credit in its revised
form (as extended) under the terms hereof (by reason of the provisions of
clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has
received notice (which may be by telephone or in writing) on or before the day
that is five Business Days before the Non-Extension Notice Date (1) from the
Administrative Agent that the Required Revolving Lenders have elected not to permit
such extension or (2) from the Administrative Agent, any Revolving Lender or
the Borrowers that one or more of the applicable conditions specified in Section
4.02 is not then satisfied, and in each such case directing the L/C Issuer
not to permit such extension.


(iv)          Promptly after its
delivery of any Letter of Credit or any amendment to a Letter of Credit to an
advising bank with respect thereto or to the beneficiary thereof, the L/C
Issuer will also deliver to the Borrowers and the Administrative Agent a true
and complete copy of such Letter of Credit or amendment.


(c)           Drawings and Reimbursements;
Funding of Participations.


(i)            Upon receipt from
the beneficiary of any Letter of Credit of any notice of a drawing under such
Letter of Credit, the L/C Issuer shall notify the Borrowers and the
Administrative Agent thereof.  Not later
than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of
Credit (each such date, an “Honor Date”), the Borrowers shall reimburse the
L/C Issuer through the Administrative Agent in an amount equal to the amount of
such drawing.  If the Borrowers fail to
so reimburse the L/C Issuer by such time, the Administrative Agent shall
promptly notify each Revolving Lender of the Honor Date, the amount of the
unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such
Revolving Lender’s Pro Rata Share thereof. 
In such event, the Borrowers shall be deemed to have requested a
Committed Borrowing of Base Rate Loans under the Revolving Commitment to be
disbursed on the Honor Date in an amount equal to the Unreimbursed Amount,
without regard to the minimum and multiples specified in Section 2.02
for the principal amount of Base Rate Loans, but subject to the amount of the
unutilized portion of the Aggregate Revolving Commitments and the conditions
set forth in Section 4.02 (other than the delivery of a Committed Loan
Notice).  Any notice given by the L/C
Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i)
may be given by telephone if immediately confirmed in writing; provided
that the lack of such an immediate confirmation shall not affect the
conclusiveness or binding effect of such notice.


(ii)           Each Revolving
Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds
available to the Administrative Agent for the account of the L/C Issuer at the
Administrative Agent’s Office in an amount equal to its Pro Rata Share of the
Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in
such notice by the Administrative Agent, whereupon, subject to the provisions
of Section 2.03(c)(iii), each Revolving Lender that so makes funds
available shall be deemed to have made a Base Rate Committed Loan to the Borrowers
in such amount.  The Administrative Agent
shall remit the funds so received to the L/C Issuer.


(iii)          With respect to any
Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of
Base Rate Loans because the conditions set forth in Section 4.02 cannot
be satisfied or for any other reason, the Borrowers shall be deemed to have
incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed
Amount that is not so 



 43
 









refinanced,
which L/C Borrowing shall be due and payable on demand (together with interest)
and shall bear interest at the Default Rate. 
In such event, each Revolving Lender’s payment to the Administrative
Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii)
shall be deemed payment in respect of its participation in such L/C Borrowing
and shall constitute an L/C Advance from such Revolving Lender in satisfaction
of its participation obligation under this Section 2.03.


(iv)          Until each Revolving
Lender funds its Committed Loan or L/C Advance pursuant to this Section
2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter
of Credit, interest in respect of such Lender’s Pro Rata Share of such amount
shall be solely for the account of the L/C Issuer.


(v)           Each Revolving
Lender’s obligation to make Committed Loans or L/C Advances to reimburse the
L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section
2.03(c), shall be absolute and unconditional and shall not be affected by
any circumstance, including (A) any setoff, counterclaim, recoupment, defense
or other right which such Lender may have against the L/C Issuer, the Borrowers
or any other Person for any reason whatsoever; (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however,
that each Revolving Lender’s obligation to make Committed Loans pursuant to
this Section 2.03(c) is subject to the conditions set forth in Section
4.02 (other than delivery by the Borrowers of a Committed Loan Notice).  No such making of an L/C Advance shall
relieve or otherwise impair the obligation of the Borrowers to reimburse the
L/C Issuer for the amount of any payment made by the L/C Issuer under any
Letter of Credit, together with interest as provided herein.


(vi)          If any Revolving
Lender fails to make available to the Administrative Agent for the account of
the L/C Issuer any amount required to be paid by such Revolving Lender pursuant
to the foregoing provisions of this Section 2.03(c) by the time specified
in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover from
such Revolving Lender (acting through the Administrative Agent), on demand,
such amount with interest thereon for the period from the date such payment is
required to the date on which such payment is immediately available to the L/C
Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a
rate determined by the L/C Issuer in accordance with banking industry rules on
interbank compensation.  A certificate of
the L/C Issuer submitted to any Revolving Lender (through the Administrative
Agent) with respect to any amounts owing under this clause (vi) shall be
conclusive absent manifest error.


(d)           Repayment of Participations.


(i)            At any time after
the L/C Issuer has made a payment under any Letter of Credit and has received
from any Revolving Lender such Lender’s L/C Advance in respect of such payment
in accordance with Section 2.03(c), if the Administrative Agent receives
for the account of the L/C Issuer any payment in respect of the related Unreimbursed
Amount or interest thereon (whether directly from the Borrowers or otherwise,
including proceeds of cash collateral applied thereto by the Administrative
Agent), the Administrative Agent will distribute to such Revolving Lender its
Pro Rata Share thereof (appropriately adjusted, in the case of interest
payments, to 



 44
 









reflect the
period of time during which such Lender’s L/C Advance was outstanding) in the
same funds as those received by the Administrative Agent.


(ii)           If any payment
received by the Administrative Agent for the account of the L/C Issuer pursuant
to Section 2.03(c)(i) is required to be returned under any of the
circumstances described in Section 10.05 (including pursuant to any
settlement entered into by the L/C Issuer in its discretion), each Revolving
Lender shall pay to the Administrative Agent for the account of the L/C Issuer
its Pro Rata Share thereof on demand of the Administrative Agent, plus interest
thereon from the date of such demand to the date such amount is returned by
such Revolving Lender, at a rate per annum equal to the Federal Funds Rate from
time to time in effect.  The obligations
of the Revolving Lenders under this clause shall survive the payment in full of
the Obligations and the termination of this Agreement.


(e)           Obligations Absolute.  The obligation of the Borrowers to reimburse
the L/C Issuer for each drawing under each Letter of Credit and to repay each
L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be
paid strictly in accordance with the terms of this Agreement under all
circumstances, including the following (without prejudice to any rights the
Borrowers may have against such L/C Issuer for the same, but subject to the
limitations hereafter set forth):


(i)            any
lack of validity or enforceability of such Letter of Credit, this Agreement, or
any other Loan Document;


(ii)           the
existence of any claim, counterclaim, setoff, defense or other right that the
Borrowers or any Subsidiary may have at any time against any beneficiary or any
transferee of such Letter of Credit (or any Person for whom any such
beneficiary or any such transferee may be acting), the L/C Issuer or any other
Person, whether in connection with this Agreement, the transactions contemplated
hereby or by such Letter of Credit or any agreement or instrument relating
thereto, or any unrelated transaction;


(iii)          any
draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect; or any loss
or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit;


(iv)          any
payment by the L/C Issuer under such Letter of Credit against presentation of a
draft or certificate that does not strictly comply with the terms of such
Letter of Credit; or any payment made by the L/C Issuer under such Letter of
Credit to any Person purporting to be a trustee in bankruptcy,
debtor-in-possession, assignee for the benefit of creditors, liquidator,
receiver or other representative of or successor to any beneficiary or any
transferee of such Letter of Credit, including any arising in connection with
any proceeding under any Debtor Relief Law; or


(v)           any
other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including any other circumstance that might otherwise constitute
a defense available to, or a discharge of, the Borrowers or any Subsidiary.



 45
 









The Borrowers shall
promptly examine a copy of each Letter of Credit and each amendment thereto
that is delivered to it and, in the event of any claim of noncompliance with
the Borrowers’ instructions or other irregularity, the Borrowers will immediately
notify the L/C Issuer.  The Borrowers
shall be conclusively deemed to have waived any such claim against the L/C Issuer
and its correspondents unless such notice is given as aforesaid.


(f)            Role of L/C Issuer.  Each Revolving Lender and the Borrowers agree
that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not
have any responsibility to obtain any document (other than any sight draft,
certificates and documents expressly required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document.  None of the L/C Issuer, the Administrative
Agent, any of their respective Related Parties nor any correspondent, participant
or assignee of the L/C Issuer shall be liable to any Revolving Lender for (i)
any action taken or omitted in connection herewith at the request or with the
approval of the Revolving Lenders or the Required Revolving Lenders, as
applicable; (ii) any action taken or omitted in the absence of gross negligence
or willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Issuer Document.  The Borrowers hereby assume
all risks of the acts or omissions of any beneficiary or transferee with
respect to its use of any Letter of Credit; provided, however,
that this assumption is not intended to, and shall not, preclude the Borrowers’
pursuing such rights and remedies as they may have against the beneficiary or
transferee at law or under any other agreement. 
None of the L/C Issuer, the Administrative Agent, any of their
respective Related Parties nor any correspondent, participant or assignee of
the L/C Issuer shall be liable or responsible for any of the matters described
in clauses (i) through (v) of Section 2.03(e); provided, however,
that anything in such clauses to the contrary notwithstanding, the Borrowers
may have a claim against the L/C Issuer, and the L/C Issuer may be liable to
the Borrowers, to the extent, but only to the extent, of any direct, as opposed
to consequential or exemplary, damages suffered by the Borrowers which the
Borrowers prove were caused by the L/C Issuer’s willful misconduct or gross
negligence or the L/C Issuer’s willful failure to pay under any Letter of
Credit after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit.  In furtherance and not in
limitation of the foregoing, the L/C Issuer may accept documents that appear on
their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, and the L/C Issuer
shall not be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in
part, which may prove to be invalid or ineffective for any reason.


(g)           Cash Collateral.  Upon the request of the Administrative Agent,
(i) if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date, any L/C Obligation for any reason
remains outstanding, the Borrowers shall, in each case, immediately Cash
Collateralize the then Outstanding Amount of all L/C Obligations.  Sections 2.05 and 8.02(c) set
forth certain additional requirements to deliver Cash Collateral
hereunder.  For purposes of this Section
2.03, Section 2.05 and Section 8.02(c), “Cash
Collateralize” means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the L/C Issuer and the Revolving
Lenders, as collateral for the L/C Obligations, cash or deposit account balances
pursuant to documentation in form and substance satisfactory to the
Administrative Agent 



 46
 









and the L/C Issuer (which
documents are hereby consented to by the Revolving Lenders).  Derivatives of such term have corresponding
meanings.  The Borrowers hereby grant to
the Administrative Agent, for the benefit of the L/C Issuer and the Revolving
Lenders, a security interest in all such cash, deposit accounts and all
balances therein and all proceeds of the foregoing.  Cash Collateral shall be maintained in
blocked deposit accounts at the Administrative Agent.


(h)           Applicability of ISP and UCP.  Unless otherwise expressly agreed by the L/C
Issuer and the Borrowers when a Letter of Credit is issued, (i) the rules of
the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the
Uniform Customs and Practice for Documentary Credits, as most recently
published by the International Chamber of Commerce at the time of issuance
shall apply to each commercial Letter of Credit.


(i)            Letter of Credit Fees.  The Borrowers shall pay to the Administrative
Agent for the account of each Revolving Lender in accordance with its Pro Rata
Share a Letter of Credit fee (the “Letter of Credit Fee”) for each
Letter of Credit equal to the Applicable Rate times the daily amount available
to be drawn under such Letter of Credit. 
For purposes of computing the daily amount available to be drawn under
any Letter of Credit, the amount of such Letter of Credit shall be determined
in accordance with Section 1.06. 
Letter of Credit Fees shall be (i) computed on a quarterly basis in
arrears and (ii) due and payable on the first Business Day after the end of
each March, June, September and December, commencing with the first such date
to occur after the issuance of such Letter of Credit, on the Letter of Credit
Expiration Date and thereafter on demand. 
If there is any change in the Applicable Rate during any quarter, the
daily amount available to be drawn under each Letter of Credit shall be
computed and multiplied by the Applicable Rate separately for each period
during such quarter that such Applicable Rate was in effect.  Notwithstanding anything to the contrary
contained herein, upon the request of the Required Revolving Lenders, while any
Event of Default exists, all Letter of Credit Fees shall accrue at the Default
Rate.


(j)            Fronting Fee and Documentary and
Processing Charges Payable to L/C Issuer. 
The Borrowers shall pay directly to the L/C Issuer for its own account a
fronting fee with respect to each Letter of Credit, at the rate per annum
specified in the Administrative Fee Letter, computed on the daily amount
available to be drawn under such Letter of Credit on a quarterly basis in arrears.  Such fronting fee shall be due and payable on
the first Business Day after the end of each March, June, September and
December in respect of the most recently-ended quarterly period (or portion
thereof, in the case of the first payment), commencing with the first such date
to occur after the issuance of such Letter of Credit, on the Letter of Credit
Expiration Date and thereafter on demand. 
For purposes of computing the daily amount available to be drawn under
any Letter of Credit, the amount of such Letter of Credit shall be determined
in accordance with Section 1.06. 
In addition, the Borrowers shall pay directly to the L/C Issuer for its
own account the customary issuance, presentation, amendment and other
processing fees, and other standard costs and charges, of the L/C Issuer
relating to letters of credit as from time to time in effect.  Such customary fees and standard costs and
charges are due and payable on demand and are nonrefundable.


(k)           Conflict with Issuer Documents.  In the event of any conflict between the
terms hereof and the terms of any Issuer Document, the terms hereof shall
control.



 47
 









(l)            Letters of Credit Issued for
Restricted Subsidiaries. 
Notwithstanding that a Letter of Credit issued or outstanding hereunder
is in support of any obligations of, or is for the account of, a Restricted
Subsidiary, the Borrowers shall be obligated to reimburse the L/C Issuer hereunder
for any and all drawings under such Letter of Credit.  The Borrowers hereby acknowledge that the
issuance of Letters of Credit for the account of Restricted Subsidiaries inures
to the benefit of the Borrowers, and that the Borrowers’ business derives
substantial benefits from the businesses of such Restricted Subsidiaries.


(m)          Additional L/C Issuers.  CCR may, at any time and from time to time,
designate one or more additional Revolving Lenders to act as an issuing bank
under the terms of this Agreement, with the consent of the Administrative Agent
(which consent shall not be unreasonably withheld or delayed), the L/C Issuer
and such Revolving Lender(s).  Any Lender
designated as an issuing bank pursuant to this paragraph (m) shall be
deemed (in addition to being a Revolving Lender) to be the L/C Issuer with
respect to Letters of Credit issued or to be issued by such Revolving Lender,
and all references herein and in the other Loan Documents to the term “L/C Issuer”
shall, with respect to such Letters of Credit, be deemed to refer to such
Revolving Lender in its capacity as L/C Issuer, as the context shall require.


(n)           Resignation or Removal of the L/C
Issuer.  The L/C Issuer may resign as
L/C Issuer hereunder at any time upon at least 30 days’ prior notice to
the Lenders, the Administrative Agent and the Borrowers.  The L/C Issuer may be replaced at any time by
written agreement among the Borrowers, each Agent, the replaced L/C Issuer and
the successor L/C Issuer.  The
Administrative Agent shall notify the Lenders of any such replacement of the
L/C Issuer or any such additional L/C Issuer. 
At the time any such resignation or replacement shall become effective,
the Borrowers shall pay all unpaid fees accrued and then due for the account of
the replaced L/C Issuer pursuant to Section 2.03(i).  From and after the effective date of any such
resignation or replacement or addition, as applicable, (i) the successor
or additional L/C Issuer shall have all the rights and obligations of the L/C
Issuer under this Agreement with respect to Letters of Credit to be issued by
it thereafter and (ii) references herein to the term “L/C Issuer” shall be
deemed to refer to such successor or such addition or to any previous L/C
Issuer, or to such successor or such addition and all previous L/C Issuers, as
the context shall require.  After the
resignation or replacement of an L/C Issuer hereunder, the replaced L/C Issuer
shall remain a party hereto and shall continue to have all the rights and
obligations of an L/C Issuer under this Agreement with respect to Letters of
Credit issued by it prior to such resignation or replacement, but shall not be
required to issue additional Letters of Credit. 
If at any time there is more than one L/C Issuer hereunder, the
Borrowers may, in its discretion, select which L/C Issuer is to issue any
particular Letter of Credit.


2.04        Swing Line Loans.


(a)           The Swing Line.  Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees, in reliance upon the agreements of the
other Lenders set forth in this Section 2.04, to make loans (each such
loan, a “Swing Line Loan”) to the Borrowers from time to time on any
Business Day during the Availability Period in an aggregate amount not to
exceed at any time outstanding the amount of the Swing Line Sublimit,
notwithstanding the fact that such Swing Line Loans, when aggregated with the
Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations
of the Revolving Lender acting as Swing Line Lender, may 



 48
 









exceed the amount of such
Lender’s Revolving Commitment; provided, however, that after giving
effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not
exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding
Amount of the Revolving Loans of any Revolving Lender (other than the Swing
Line Lender), plus such Revolving Lender’s Pro Rata Share of the Outstanding
Amount of all L/C Obligations, plus such Revolving Lender’s Pro Rata Share of
the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s
Revolving Commitment, and provided, further, that the Borrowers
shall not use the proceeds of any Swing Line Loan to refinance any outstanding
Swing Line Loan.  Within the foregoing limits,
and subject to the other terms and conditions hereof, the Borrowers may borrow
under this Section 2.04, prepay under Section 2.05, and reborrow
under this Section 2.04.  Each
Swing Line Loan shall be a Base Rate Loan. 
Immediately upon the making of a Swing Line Loan, each Revolving Lender
shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase
from the Swing Line Lender a risk participation in such Swing Line Loan in an
amount equal to the product of such Revolving Lender’s Pro Rata Share times the
amount of such Swing Line Loan.


(b)           Borrowing Procedures.  Each Swing Line Borrowing shall be made upon
the Borrowers’ irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone.  Each such notice must be received by the
Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the
requested borrowing date, and shall specify (i) the amount to be borrowed,
which shall be a minimum of $100,000, and (ii) the requested borrowing date,
which shall be a Business Day.  Each such
telephonic notice must be confirmed promptly by delivery to the Swing Line
Lender and the Administrative Agent of a written Swing Line Loan Notice,
appropriately completed and signed by a Responsible Officer of the Borrowers.  Promptly after receipt by the Swing Line
Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will
confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has also received such Swing Line Loan Notice and, if not,
the Swing Line Lender will notify the Administrative Agent (by telephone or in
writing) of the contents thereof.  Unless
the Swing Line Lender has received notice (by telephone or in writing) from the
Administrative Agent (including at the request of any Lender) prior to 2:00
p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing
Line Lender not to make such Swing Line Loan as a result of the limitations set
forth in the proviso to the first sentence of Section 2.04(a), or (B)
that one or more of the applicable conditions specified in Section 4.02
is not then satisfied, then, subject to the terms and conditions hereof, the
Swing Line Lender will, not later than 3:00 p.m. on the borrowing date
specified in such Swing Line Loan Notice, make the amount of its Swing Line
Loan available to the Borrowers at its office by crediting the account of the
Borrowers on the books of the Swing Line Lender in immediately available funds.


(c)           Refinancing of Swing Line Loans.


(i)            The Swing Line
Lender at any time in its sole and absolute discretion may request, on behalf
of the Borrowers (which hereby irrevocably authorize the Swing Line Lender to
so request on its behalf), that each Revolving Lender make a Base Rate Committed
Loan in an amount equal to such Revolving Lender’s Pro Rata Share of the amount
of Swing Line Loans then outstanding. 
Such request shall be made in writing (which written request shall be
deemed to be a Committed Loan Notice for purposes hereof) and in accordance
with the requirements of Section 2.02, without regard to the minimum and
multiples specified therein for the principal 



 49
 









amount of Base
Rate Loans, but subject to the unutilized portion of the Aggregate Revolving
Commitments and the conditions set forth in Section 4.02.  The Swing Line Lender shall furnish the
Borrowers with a copy of the applicable Committed Loan Notice promptly after
delivering such notice to the Administrative Agent.  Each Revolving Lender shall make an amount
equal to its Pro Rata Share of the amount specified in such Committed Loan
Notice available to the Administrative Agent in immediately available funds for
the account of the Swing Line Lender at the Administrative Agent’s Office not
later than 1:00 p.m. on the day specified in such Committed Loan Notice,
whereupon, subject to Section 2.04(c)(ii), each Revolving Lender that so
makes funds available shall be deemed to have made a Base Rate Revolving Loan
to the Borrowers in such amount.  The
Administrative Agent shall remit the funds so received to the Swing Line
Lender.


(ii)           If for any reason
any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance
with Section 2.04(c)(i), the request for Base Rate Revolving Loans submitted
by the Swing Line Lender as set forth herein shall be deemed to be a request by
the Swing Line Lender that each of the Revolving Lenders fund its risk
participation in the relevant Swing Line Loan and each Revolving Lender’s
payment to the Administrative Agent for the account of the Swing Line Lender
pursuant to Section 2.04(c)(i) shall be deemed payment in respect of
such participation.


(iii)          If any Revolving
Lender fails to make available to the Administrative Agent for the account of
the Swing Line Lender any amount required to be paid by such Revolving Lender
pursuant to the foregoing provisions of this Section 2.04(c) by the time
specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled
to recover from such Revolving Lender (acting through the Administrative
Agent), on demand, such amount with interest thereon for the period from the
date such payment is required to the date on which such payment is immediately
available to the Swing Line Lender at a rate per annum equal to the greater of
the Federal Funds Rate and a rate determined by the Swing Line Lender in
accordance with banking industry rules on interbank compensation.  A certificate of the Swing Line Lender
submitted to any Revolving Lender (through the Administrative Agent) with
respect to any amounts owing under this clause (iii) shall be conclusive absent
manifest error.


(iv)          Each Revolving
Lender’s obligation to make Committed Loans or to purchase and fund risk
participations in Swing Line Loans pursuant to this Section 2.04(c)
shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right which such Revolving Lender may have against the Swing Line Lender,
the Borrowers or any other Person for any reason whatsoever, (B) the occurrence
or continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however,
that each Revolving Lender’s obligation to make Committed Loans pursuant to
this Section 2.04(c) is subject to the conditions set forth in Section
4.02.  No such funding of risk
participations shall relieve or otherwise impair the obligation of the Borrowers
to repay Swing Line Loans, together with interest as provided herein.



 50















(d)           Repayment of Participations.


(i)            At any time after
any Revolving Lender has purchased and funded a risk participation in a Swing
Line Loan, if the Swing Line Lender receives any payment on account of such
Swing Line Loan, the Swing Line Lender will distribute to such Revolving Lender
its Pro Rata Share of such payment (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Revolving Lender’s
risk participation was funded) in the same funds as those received by the Swing
Line Lender.


(ii)           If any payment
received by the Swing Line Lender in respect of principal or interest on any
Swing Line Loan is required to be returned by the Swing Line Lender under any
of the circumstances described in Section 10.05 (including pursuant to
any settlement entered into by the Swing Line Lender in its discretion), each
Revolving Lender shall pay to the Swing Line Lender its Pro Rata Share thereof
on demand of the Administrative Agent, plus interest thereon from the date of such
demand to the date such amount is returned, at a rate per annum equal to the
Federal Funds Rate.  The Administrative
Agent will make such demand upon the request of the Swing Line Lender.  The obligations of the Revolving Lenders
under this clause shall survive the payment in full of the Obligations and the
termination of this Agreement.


(e)           Interest for Account of Swing Line
Lender.  The Swing Line Lender shall
be responsible for invoicing the Borrowers for interest on the Swing Line
Loans.  Until each Revolving Lender funds
its Base Rate Committed Loan or risk participation pursuant to this Section
2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan,
interest in respect of such Pro Rata Share shall be solely for the account of
the Swing Line Lender.


(f)            Payments Directly to Swing Line
Lender.  The Borrowers shall make all
payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.


2.05        Prepayments.


(a)           The Borrowers may, upon notice to the
Administrative Agent, at any time or from time to time voluntarily prepay
Committed Loans in whole or in part without premium or penalty; 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 Committed
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 Committed 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, whether the Loans to be prepaid are Term Loans or
Revolving Loans, and the Type(s) of Committed 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. 
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 



 51
 









amounts required pursuant to Section
3.05.  Each such prepayment shall be
applied to the Committed Loans of the Revolving Lenders or Term Loan Lenders,
as applicable, in accordance with their respective Pro Rata Share.  Once prepaid, Term Loans may not be
reborrowed.


(b)           The Borrowers may, upon notice to the
Swing Line Lender (with a copy to the Administrative Agent), at any time or
from time to time, voluntarily prepay Swing Line Loans in whole or in part
without premium or penalty; provided that (i) such notice must be
received by the Swing Line Lender and the Administrative Agent not later than
1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be
in a minimum principal amount of $100,000. 
Each such notice shall specify the date and amount of such
prepayment.  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.


(c)           If for any reason the Total Revolving
Outstandings at any time exceed the Aggregate Revolving Commitments then in effect,
the Borrowers shall immediately prepay Revolving Loans and/or Cash
Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided,
however, that the Borrowers shall not be required to Cash Collateralize
the L/C Obligations pursuant to this Section 2.05(c) unless after the
prepayment in full of the Revolving Loans and Swing Line Loans the Total Revolving
Outstandings exceed the Aggregate Revolving Commitments then in effect.


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


(e)           Upon any voluntary prepayment of the
Term Loans (in whole or in part, including pursuant to a refinancing thereof)
at any time on or prior to the first anniversary of the Effective Date with the
proceeds of any Repricing Transaction, Borrowers shall pay a premium equal to
1.00% of the principal amount of any portion of such Term Loans optionally prepaid.


2.06        Termination or Reduction of Revolving
Commitments.  The Borrowers may, upon
notice to the Administrative Agent, terminate the Aggregate Revolving
Commitments, or from time to time permanently reduce the Aggregate Revolving
Commitments; provided that (i) any such notice shall be received by the
Administrative Agent not later than 11:00 a.m. five Business Days prior to the
date of termination or reduction, (ii) any such partial reduction shall be in
an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess
thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate
Revolving Commitments if, after giving effect thereto and to any concurrent
prepayments hereunder, the Total Revolving Outstandings would exceed the
Aggregate Revolving Commitments, and (iv) if, after giving effect to any
reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit
or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving
Commitments, the applicable sublimit(s) shall be automatically reduced by the
amount of such excess.  The Administrative
Agent will promptly notify the Revolving Lenders of any such notice of
termination or reduction of the Aggregate Revolving Commitments.  Any reduction of the Aggregate Revolving
Commitments shall be applied to the Commitment of each Revolving Lender according
to its Pro Rata Share.  All fees accrued
until the effective date of any termination of the Aggregate Commitments shall
be paid on the effective date of such termination.



 52
 









2.07        Repayment of Loans.


(a)           The Borrowers shall make repayments
of the Term Loans (other than any Delayed Draw Loans) on the last day of each
March, June, September and December, commencing September 30, 2007, in an
amount equal to 0.25% of the aggregate principal amount of (i) Term Loans
advanced on the Effective Date, plus, (ii) following the 21st month after the Effective Date, the aggregate
principal amount of increased Term Loans advanced after the Effective Date but
on or prior to the Delayed Draw Closing Date in accordance with Section
2.01(a), plus, (iii) following each Increase Effective Date, if any,
the aggregate principal amount of increased Term Loans advanced on each such
Increase Effective Date.  The Borrowers
shall repay the outstanding principal amount of all Term Loans on the Maturity
Date.


(b)           In addition to the scheduled
amortization set forth in clause (a) above, the Borrowers shall make mandatory
payments (“Mandatory Payments”) from the following sources:


(A)          If
CCR or any Restricted Subsidiary sells, transfers or otherwise disposes of any
asset permitted by Section 7.05(f) and the Net Cash Proceeds thereof,
when aggregated with all other Net Cash Proceeds realized after the Effective
Date from sales, transfers and dispositions pursuant to Section 7.05(f),
will result in the realization by CCR or such Restricted Subsidiary of Net Cash
Proceeds (determined as of the date such Net Cash Proceeds are received by the
Borrowers or such Restricted Subsidiary) in excess of $5,000,000, the Borrowers
shall make a mandatory prepayment of the Loans in the amount of such excess
immediately upon receipt of such Net Cash Proceeds by the Borrowers or such
Restricted Subsidiary.


(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 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

  	
  %

  






 



 53
 









(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 first, to the pro rata payment of the outstanding
principal amount of the Term Loans, second, to reduction of any
commitment of the Delayed Draw Loan, third, to the payment of the
outstanding principal amount of the Revolving Loans and fourth, to the
Cash Collateralization of the L/C Obligations (the amount of such Cash
Collateralization not to exceed 105% of the amount of the L/C Obligations) and
reduction of the Letter of Credit Sublimit.


(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 them or their Affiliates under
any Swap Contracts, pro rata, fifth, to the pro rata payment of the aggregate
outstanding principal balance of the Term Loans and Revolving Loans 



 54
 









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 Term Loans shall be applied to the ratable payment of the
remaining installments of Term Loans pursuant to this Section 2.07.


(d)           The Borrowers shall repay to the
Revolving Lenders on the Maturity Date the aggregate principal amount of
Revolving Loans outstanding on such date.


(e)           The Borrowers shall repay each Swing
Line Loan on the earlier to occur of (i) the date ten Business Days after such
Swing Line Loan is made and (ii) the Maturity Date.


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; (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; and
(iii) each Swing Line 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 



 55
 









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.


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


(a)           Commitment Fees.  The Borrowers shall pay to the Administrative
Agent (x) for the account of each Revolving Lender in accordance with its
Pro Rata Share of the Aggregate Revolving Commitments a commitment fee equal to
the Applicable Rate times the actual daily amount by which the Aggregate
Revolving Commitments exceed the sum of (i) the Outstanding Amount of Revolving
Loans and (ii) the Outstanding Amount of L/C Obligations and (y) for the
account of each Term Loan Lender in accordance with its Pro Rata Share of the
Delayed Draw Amount, less amounts funded thereof as Term Loans, a commitment
fee equal to 2.25% per annum times the actual daily amount of such
undrawn portion of such Term Loan Commitment (in each case, a “Commitment
Fee”).  The Commitment Fees shall
accrue (x) with respect to the Aggregate Revolving Commitments, at all
times during the Availability Period, (including at any time after the
Effective Date when one or more of the conditions in Article IV is not
met; and (y) with respect to the undrawn portion of the Term Loan
Commitments, at all times during the period commencing on the Effective Date
and ending on the earlier of the Delayed Draw Closing Date or the Drawing Date
on which the Delayed Draw Amount has been fully borrowed (including at any time
during such period when one or more of the conditions in Article IV is
not met), and, in each case, shall be due and payable quarterly in arrears on
the last Business Day of each March, June, September and December, commencing
with the first such date to occur after the Effective Date, and on the Maturity
Date (with respect to Aggregate Revolving Commitments) or the Delayed Draw
Closing Date or the Drawing Date on which the Delayed Draw Amount has been
fully borrowed (with respect to the Delayed Draw Amount), as applicable.  The Commitment Fee shall be calculated
quarterly in arrears, and with respect to the Commitment Fee for Revolving
Commitments, if there is any change in the Applicable Rate during any quarter,
the actual daily amount shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in
effect.


(b)           Other Fees.  (i) 
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.


(ii)     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.


(a)           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 



 56
 









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.


(b)           If, as a result of any restatement of
or other adjustment to the financial statements of CCR or for any other reason,
the Borrowers or the Lenders determine that (i) the Consolidated Total Leverage
Ratio as calculated by the Borrowers as of any applicable date was inaccurate
and (ii) a proper calculation of the Consolidated Total Leverage Ratio would
have resulted in higher pricing for such period, the Borrowers shall
immediately and retroactively be obligated to pay to the Administrative Agent
for the account of the applicable Lenders, promptly on demand by the Administrative
Agent (or, after the occurrence of an actual or deemed entry of an order for
relief with respect to the Borrowers under the Bankruptcy Code of the United
States, automatically and without further action by the Administrative Agent,
any Lender or the L/C Issuer), an amount equal to the excess of the amount of
interest and fees that should have been paid for such period over the amount of
interest and fees actually paid for such period.   This paragraph shall not limit the rights of
the Administrative Agent, any Lender or the L/C Issuer, as the case may be,
under Section 2.03, 2.08 or under Article VIII.  The Borrowers’ obligations under this paragraph
shall survive the termination of the Commitments and the repayment of all other
Obligations hereunder for purposes of any proceeding under any Debtor Relief
Law relating to any Loan Party or any of its Significant Subsidiaries.


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)           In addition to the accounts and
records referred to in subsection (a), each Lender and the Administrative Agent
shall maintain in accordance with its usual practice accounts or records evidencing
the purchases and sales by such Revolving Lender of participations in Letters 



 57
 









of Credit and Swing Line
Loans.  In the event of any conflict
between the accounts and records maintained by the Administrative Agent and the
accounts and records of any Revolving Lender in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence
of manifest error.


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 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.



 58
 









(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 or the L/C Issuer 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 or the L/C
Issuer, as the case may be, the amount due. 
In such event, if the Borrowers have not in fact made such payment, then
each of the Lenders or the L/C Issuer, as the case may be, severally agrees to
repay to the Administrative Agent forthwith on demand the amount so distributed
to such Lender or the L/C Issuer, in immediately available 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 Committed Loans and the obligations of the Revolving Lenders to fund
participations in Letters of Credit and Swing Line Loans and to make payments
pursuant to Section 10.04(c) are several and not joint.  The failure of any Lender to make any
Committed 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 Committed 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 Committed Loans made by
it, or the participations in L/C Obligations or in Swing Line Loans held by it
resulting in such Lender’s receiving payment of a proportion of the aggregate
amount of such Committed Loans or participations 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 Committed Loans and subparticipations in L/C
Obligations and Swing Line 



 59
 









Loans of
the other Lenders, 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 Committed 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
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 Committed Loans or
subparticipations in L/C Obligations or Swing Line 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)           Provision 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 Aggregate Revolving Commitment or Term Loans by an
aggregate amount (for all such requests) not exceeding $150,000,000, less the aggregate
amount of (x) any increase in the Second Lien Loans pursuant to Section 2.14 of
the Second Lien Credit Agreement and (y) any Indebtedness incurred under
Section 7.03(g) (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 Revolving Commitments
and/or Term 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 and, in the case of the Revolving Commitments,
the L/C Issuer (which approvals shall not be unreasonably withheld), CCR may
invite



 60















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 Revolving Commitment and/or the Term
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 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 and (C) the applicable margins for the Increase Option Amount shall be
determined by CCR and the Lenders of the Increase Option Amount.  If CCR shall increase the Revolving
Commitment, the Borrowers shall prepay any Revolving Loans outstanding on the
Increase Effective Date (and pay any additional amounts required pursuant to Section
3.05) to the extent necessary to keep the outstanding Revolving Loans
ratable with any revised Pro Rata Shares arising from any nonratable increase
in the Revolving Commitments under this Section.  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 Term Loans and Revolving Commitments established
pursuant to this section shall constitute Term Loans and Revolving Commitments
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 Term Loans or any such
new Revolving Commitments.


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



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2.15        Joint and Several Liability.


(a)           Each Borrower agrees that it is
jointly and severally liable to the Administrative Agent, the L/C Issuer 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, the L/C Issuer 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, the L/C Issuer 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, the L/C Issuer 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, the L/C Issuer or the Lenders by reason of any other
Borrower’s defense, disability, or release from liability, except payment in
full of the outstanding Obligations.  The
Administrative Agent, the L/C Issuer 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, the L/C Issuer and the Lenders to disclose to such
Borrower any information which the Administrative Agent, the L/C Issuer 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, the L/C Issuer 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, the L/C Issuer 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.



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(h)           Until all outstanding Obligations of
the Borrowers to the Administrative Agent, the L/C Issuer 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, the L/C Issuer 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, the L/C Issuer or the Lenders.


(i)            Each Borrower waives any right to
require the Administrative Agent, the L/C Issuer 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, the L/C Issuer 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.


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, Lender or L/C Issuer, 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, each Lender and the L/C Issuer, 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, such Lender or the L/C Issuer, as the case may be, and
any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such 



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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, a Lender or the L/C
Issuer.  A certificate as to the amount
of such payment or liability delivered to the applicable Loan Party by a Lender
or the L/C Issuer (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender or the L/C
Issuer, 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 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 



 64
 









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, any Lender or
the L/C Issuer 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, such Lender or the L/C Issuer, 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, such Lender or the
L/C Issuer, 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, such Lender or the L/C Issuer in the
event the Administrative Agent, such Lender or the L/C Issuer is required to
repay such refund to such Governmental Authority.  This subsection shall not be construed to
require the Administrative Agent, any Lender or the L/C Issuer to make
available its tax returns (or any 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, 



 65
 









(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)) or the L/C
Issuer;


(ii)     subject
any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to
this Agreement, any Letter of Credit, any participation in a Letter of Credit
or any Loan made by it hereunder, or change the basis of taxation of payments
to such Lender or the L/C Issuer 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 the L/C
Issuer); or


(iii)    impose
on any Lender or the L/C Issuer or the London interbank market any other
condition, cost or expense affecting this Agreement or Eurodollar Rate Loans
made hereunder by such Lender or any Letter of Credit or participation therein;


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 increase the cost to such Lender or the L/C Issuer of participating in,
issuing or maintaining any Letter of Credit (or of maintaining its obligation
to participate in or to issue any Letter of Credit), or to reduce the amount of
any sum received or receivable by such Lender or the L/C Issuer hereunder
(whether of principal, interest or any other amount) then, upon the written request
of such Lender or the L/C Issuer, the Borrowers will pay to such Lender or the
L/C Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or the L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered following the receipt of such request.


(b)           Capital Requirements.  If any Lender or the L/C Issuer determines
that any Change in Law affecting such Lender or the L/C Issuer or any Lending
Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if
any, regarding capital requirements has or would have the effect of reducing
the rate of return on such Lender’s or the L/C Issuer’s capital 



 66
 









or on the capital of such
Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the L/C Issuer, to a level below that which such Lender or the
L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s or
the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s
holding company with respect to capital adequacy), then from time to time the
Borrowers will pay to such Lender or the L/C Issuer, as the case may be, upon
the written request of such Lender, such additional amount or amounts as will
compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s
holding company for any such reduction suffered following the receipt of such
request.


(c)           Certificates for Reimbursement.  A certificate of a Lender or the L/C Issuer
setting forth the amount or amounts necessary to compensate such Lender or the
L/C Issuer 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 or the L/C Issuer, as the case may be, 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 or
the L/C Issuer to demand compensation pursuant to the foregoing provisions of
this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s
right to demand such compensation, provided that the Borrowers shall not
be required to compensate a Lender or the L/C Issuer 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 or the L/C
Issuer, as the case may be, notifies the Borrowers of the Change in Law giving
rise to such increased costs or reductions and of such Lender’s or the L/C
Issuer’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 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:



 67
 









(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
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.



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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 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 



 69
 









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 $50,000,000, (2) $315,000,000
with respect to Cannery and (3) $380,000,000 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 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



 70















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 delivered to the Administrative Agent;


(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,


(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,


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



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(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 respective 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;


(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;



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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;


(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;



 73
 









(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 Exhibits
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 $115 million cash proceeds from the advance under
the Second Lien Credit Agreement; 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;


(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, the L/C Insurer or any Lender reasonably may require;



 74
 









(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 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)            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:



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(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;


(g)           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 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) each year thereafter;


(h)           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;


(i)            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);


(j)            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 



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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;


(k)           all fees required to be paid on or
before the Effective Date shall have been paid;


(l)            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);
and


(m)          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:


(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 initial 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.



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(d)           The Administrative Agent and, if
applicable, the L/C Issuer or the Swing Line Lender shall have received a
Request for Credit Extension in accordance with the requirements hereof.


(e)           Any borrowing of the Term Loans with
respect to the Delayed Draw Amount pursuant to Section 2.01(a) shall be
deposited into either the Cannery East Construction Disbursement Account, the
Meadows Construction Disbursement Account or the Construction Reserve Account.


Each 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)
submitted by the Borrowers shall be deemed to be a representation and warranty
that the conditions specified in Sections 4.02(a) and (b) have
been satisfied on and as of the date of the applicable Credit Extension.


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 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 



 78
 









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, and except as set forth on Schedule
5.03, 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 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 



 79
 









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 7.01.


(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
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.



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(c)           Schedules
8(a) to the Perfection Certificate contain 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 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 



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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 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.



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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 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 



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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 Commitment
hereunder, any Loan or other Obligation hereunder shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding, 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;


(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; and


(e)           [reserved]


(f)            With
respect to each Measurement Period for which a Cure Right will be exercised, on
the date the financial statements pursuant to Section 6.01(a) or (b)
have been, or should have been, delivered for the applicable fiscal period, CCR
shall deliver together with such financial statements a certificate of a
Responsible Officer of CCR 



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containing a computation in reasonable detail
of the applicable Event of Default (or what it believes was the potential Event
of Default) and a notice certified by a Responsible Officer of CCR of its
issuance of or intent to issue Permitted Cure Securities (a “Notice of Issuance
of Permitted Cure Securities”) for the purpose of preventing or curing, as
applicable, such Event of Default as contemplated pursuant to Section 8.04.


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.


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
7.11 (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];



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(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
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 and the L/C Issuer
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) (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, the L/C Issuer 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 



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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.”


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 7.04 or 7.05; (b)
take all reasonable action to maintain all rights, privileges, permits,
licenses (including, without limitation, liquor licenses) 



 88
 









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 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 



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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 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 (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 Second Lien Credit Agreement and other
financing contemplated by this Agreement (including, without limitation,
financing allowed under Sections 7.03(f) and 7.03(g)) 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


 



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security and
pledge 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,


(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
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 first priority security interest in favor of
the Collateral Agent for the benefit of the Secured Parties, then CCR shall, at
the Borrowers’ 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,



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(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,


(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 



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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,


(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.



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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.


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
Term Loans and Second Lien 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 



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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 such requests for information and reports as any Loan Party
or any of its Subsidiaries is entitled to 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;



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(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 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, Sections
7.02(g) and 7.02(i), with any assets owned by such Unrestricted
Subsidiary at the time of the initial designation thereof to be treated as
Investments pursuant to Sections 7.02(g) and 7.01(i); 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 the Guarantors 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 



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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 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 Commitment
hereunder, any Loan or other Obligation hereunder shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding, the Borrowers
shall not, nor shall they permit any Restricted Subsidiary to, directly or
indirectly:


7.01        Liens.  Create, incur, assume or suffer to exist any
Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, other than Permitted Liens.


7.02        Investments.  Make any Investments, except:


(a)           Investments held by CCR or such
Restricted Subsidiary in any of the following: (i) certificates of deposit;
(ii) U.S. treasury bills and other obligations of the federal government; (iii)
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.; (iv) bankers’ acceptances issued by financial
institutions rated at least first tier paper by a National Recognized
Statistical Rating Organization (NRSRO); 



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(v) repurchase
agreements covering U.S. government securities; and (vi) money market
funds that comply with all provisions of Rule 2a-7 of the Investment Act of
1940;


(b)           advances
to officers, directors and employees of CCR and Restricted Subsidiaries, for
travel, entertainment, relocation and analogous ordinary business purposes, in
an aggregate amount not to exceed $1.0 million at any one time outstanding;


(c)           Investments
of the Borrowers in any Guarantor and Investments of any Guarantor in the Borrowers
or in another Guarantor;


(d)           Investments
consisting of extensions of credit in the nature of accounts receivable or
notes receivable arising from the grant of trade credit in the ordinary course
of business, and Investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors to the extent reasonably
necessary in order to prevent or limit loss;


(e)           Guarantees
permitted by Section 7.03;


(f)            Capital
Expenditures permitted by Section 7.12(d);


(g)           Investments
by CCR or any of its Restricted Subsidiaries 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;


(h)           Investments
consisting of loans 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


(i)            Investments
in Unrestricted Subsidiaries in an aggregate amount of up to $30,000,000 made
prior to the completion of the Projects if (A) pro forma for such Investment,
Borrower has at least $35,000,000 of availability under the Revolving Loans and
unrestricted balance sheet cash (excluding cage cash) (the “Liquidity Amount”)
and (B) Borrower delivers projections showing the maintenance of such Liquidity
Amount for and until the completion of the Projects; provided, however,
if after the Completion of the Projects CCR’s Consolidated Total Leverage Ratio
(determined by reference to the most recent Compliance Certificate delivered in
accordance with Section 6.02(b)) is less than 4.5x and the Projects
have reached Completion, such amount shall be increased by $10,000,000.


7.03        Indebtedness.  Create, incur, assume or suffer to exist any
Indebtedness, except:


(a)           Indebtedness under the Loan
Documents;


(b)           Indebtedness incurred pursuant to the
Second Lien Credit Agreement; provided that,
in the case of any replacement or refinancing after the date hereof, (i) the
Second Lien Collateral Agent shall enter into the Intercreditor Agreement with
the 



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Collateral Agent, (ii)
the aggregate principal amount of the replacement or refinancing Indebtedness
shall equal the aggregate principal amount of the Indebtedness being replaced
or refinanced, and the yield on the replaced or refinanced Indebtedness shall
not be greater than the yield on the Indebtedness being replaced or refinanced
and (iii) the Second Lien Loan Documents shall not include provisions, terms or
conditions that would not be permitted, under the Intercreditor Agreement, in
any amendment of the Second Lien Loan Documents;


(c)           Indebtedness
outstanding on the date hereof and listed on Schedule 7.03 and any refinancings,
refundings, renewals or extensions thereof; provided that the amount of
such Indebtedness is not increased at the time of such refinancing, refunding,
renewal or extension except by an amount equal to a reasonable premium or other
reasonable amount paid, and fees and expenses reasonably incurred, in
connection with such refinancing and by an amount equal to any existing commitments
unutilized thereunder;


(d)           Guarantees
of CCR or any Guarantor in respect of Indebtedness otherwise permitted
hereunder of CCR or any other Guarantor;


(e)           obligations
under Swap Contracts entered into by a Borrower with any Lender or Affiliate of
any Lender, which obligations shall be ratably secured by the Collateral; provided
in no event shall the notional principal amount for all such secured obligations
exceed the Aggregate Commitments (it being understood that the notional amount
of each such Swap Contract shall be included in such calculation); and


(f)            Indebtedness
in respect of purchase money obligations and equipment financing for fixed or
capital assets (including, without limitation, FF&E Financing or other
secured indebtedness) within the limitations set forth in the proviso to clause
(k) of the definition of the term “Permitted Liens”; provided, however,
that the aggregate amount of all such Indebtedness at any one time outstanding
shall not exceed $45,000,000;


(g)           Subordinated
Debt and/or Unsecured Indebtedness in an aggregate principal amount not to
exceed $150,000,000; provided that such amount shall be reduced on a
dollar for a dollar basis by any increase in the Aggregate Revolving Commitment
or Term Loans pursuant to Section 2.14 or corresponding provision with
respect to the Second Lien Loan Documents; and


(h)           Indebtedness
of (i) a Restricted Subsidiary of CCR owed to CCR or a Guarantor or (ii) CCR
owed to a Guarantor, which Indebtedness, in each case, shall constitute “Pledged
Debt” under the Security Agreement.


7.04        Fundamental
Changes.  Merge,
dissolve, liquidate, consolidate with or into another Person, or Dispose of
(whether in one transaction or in a series of transactions) all or substantially
all of its assets (whether now owned or hereafter acquired) to or in favor of
any Person, except that, so long as no Default exists or would result
therefrom:


(a)           any
Restricted Subsidiary may merge with (i) a Borrower, provided that such
Borrower shall be the continuing or surviving Person, or (ii) any one or more
other 



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Restricted Subsidiaries, provided that
when WTA or any Guarantor is merging with any Restricted Subsidiary that is not
a Guarantor, WTA or the Guarantor, as applicable, shall be the continuing or
surviving Person; and


(b)           any
Restricted Subsidiary may Dispose of all or substantially all of its assets
(upon voluntary liquidation or otherwise) to CCR or to another Restricted
Subsidiary; provided that if the transferor in such a transaction is WTA
or a Guarantor, then the transferee must either be CCR or a Guarantor.


7.05        Dispositions.  Make any Disposition or enter into any
agreement to make any Disposition, except:


(a)           Dispositions
of obsolete, surplus or worn out property, whether now owned or hereafter
acquired, in the ordinary course of business;


(b)           Dispositions
of inventory in the ordinary course of business;


(c)           Dispositions
of equipment to the extent that (i) such property is exchanged for credit
against the purchase price of similar replacement property and all such replacement
property shall be subject to the Liens created by the Collateral Documents or
(ii) the proceeds of such Disposition are reasonably promptly applied to the
purchase price of such replacement property;


(d)           Dispositions
of property by any Restricted Subsidiary to CCR or to a wholly-owned Restricted
Subsidiary; provided that if the transferor of such property is a
Guarantor, the transferee thereof must either be CCR or a Guarantor; provided,
however, that such Disposition shall be subject to the Liens of the
Collateral Documents;


(e)           Dispositions
permitted by Section 7.04;


(f)            Dispositions
by CCR and its Restricted Subsidiaries not otherwise permitted under this Section
7.05; provided that (i) at the time of such Disposition, no Default
shall exist or would result from such Disposition, and (ii) if the aggregate
Net Cash Proceeds from all such Dispositions exceed $5,000,000, the excess
thereof shall be applied as more particularly set forth in Section 2.07;


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


(h)           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;


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


 



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(j)            Dispositions
of Real Property, 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 Section 7.06(d);


provided, however, that any
Disposition pursuant to clauses (a) through (f) shall be for fair market value.


7.06        Restricted
Payments.  Declare or
make, directly or indirectly, any Restricted Payment, or incur any obligation
(contingent or otherwise) to do so, except that,


(a)           so
long as no Default shall have occurred and be continuing at the time of any
action described below or would result therefrom:


(i)            each Subsidiary may make Restricted Payments to the
Borrower, the Guarantors and any other Person that owns an Equity Interest in
such Subsidiary, ratably according to their respective holdings of the type of
Equity Interest in respect of which such Restricted Payment is being made;


(ii)           CCR and each Subsidiary may declare and make dividend payments
or other distributions payable solely in the common stock or other common
Equity Interests of such Person; and


(iii)          CCR and each Subsidiary may purchase, redeem or otherwise acquire
Equity Interests issued by it with the proceeds received from the substantially
concurrent issue of new shares of its common stock or other common Equity Interests;


(b)           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);


(c)           so
long as no Default under Section 8.01(a) or Event of Default shall have
occurred and be continuing at the time thereof or that would result therefrom,
CCR or any Restricted Subsidiary may pay Management Compensation, all of which
fees shall increase annually by the percentage increase in the CPI from and
after December 31, 2006;



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


(e)           so
long as (A) no Default under Section 8.01(a) or Event of Default
shall have occurred and be continuing, (B) the Consolidated Total Leverage
Ratio is less than 5.0x and (C) the Permanent Meadows Casino has reached
Completion and is Operating, CCR or any Restricted Subsidiary may use the 50%
of Excess Cash Flow to make payments in respect of the Holdback Amount in an
amount not to exceed $5 million annually and $25 million in the aggregate, plus
accrued interest and reasonable expenses related thereto, subject in each case
to reductions set forth in the Holdback Agreement;


(f)            Restricted
Payments in an amount not to exceed the aggregate amount of cash and cash
equivalents actually distributed by any Unrestricted Subsidiary to CCR or its
Restricted Subsidiaries; and


(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) 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.


7.07        Change
in Nature of Business.


(a)           Except
with the approval of the Required Lenders, 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.



 102
 









(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 to Rampart pursuant to Section 2.9 thereof,
without the prior written consent of the Required Lenders.


7.08        Transactions
with Affiliates. 
Except as set forth on Schedule 7.08 or as permitted under Section
7.06, enter into any transaction of any kind with any Affiliate of the
Borrower, whether or not in the ordinary course of business, other than on fair
and reasonable terms substantially as favorable to CCR or such Restricted
Subsidiary as would be obtainable by CCR or such Subsidiary at the time in a
comparable arm’s length transaction with a Person other than an Affiliate, provided
that the foregoing restriction shall not apply to transactions between or among
CCR and any Guarantor or between and among any Guarantors.


7.09        Burdensome
Agreements.  Enter into
any Contractual Obligation (other than this Agreement or any other Loan
Document) that (a) limits the ability (i) of any Restricted Subsidiary to make
Restricted Payments to CCR or any Guarantor or to otherwise transfer property
to CCR or any Guarantor, (ii) of any Restricted Subsidiary to Guarantee the
Indebtedness of a Borrower or (iii) of CCR or any Restricted Subsidiary to
create, incur, assume or suffer to exist Liens on property of such Person; provided,
however, that this clause (iii) shall not prohibit any negative pledge
incurred or provided in favor of any holder of Indebtedness permitted under Section
7.03(e) or (g) solely to the extent any such negative pledge relates
to the property financed by or the subject of such Indebtedness; or
(b) requires the grant of a Lien to secure an obligation of CCR or a
Subsidiary thereof if a Lien is granted to secure another obligation of such Person.


7.10        Use
of Proceeds.  Use the
proceeds of any Credit Extension, whether directly or indirectly, and whether
immediately, incidentally or ultimately, to purchase or carry margin stock
(within the meaning of Regulation U of the FRB) or to extend credit to others
for the purpose of purchasing or carrying margin stock or to refund
indebtedness originally incurred for such purpose.


7.11        Financial
Covenants.


(a)           Consolidated
Interest Coverage Ratio.  Permit the
Consolidated Interest Coverage Ratio as of the ending date of any fiscal
quarter of CCR to be less than the ratio set forth below opposite the ending
date of such fiscal quarter:




	
  Date

  	
   

  	
  Ratio

  
	
  September 30,
  2007

  	
   

  	
  1.75 to 1.00

  
	
  December 31,
  2007

  	
   

  	
  1.75 to 1.00

  
	
  March 31, 2008

  	
   

  	
  1.75 to 1.00

  
	
  June 30, 2008

  	
   

  	
  1.75 to 1.00

  
	
  September 30,
  2008

  	
   

  	
  1.75 to 1.00

  
	
  December 31,
  2008

  	
   

  	
  1.75 to 1.00

  
	
  March 31, 2009
  and thereafter

  	
   

  	
  2.00 to 1.00

  






 



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(b)           Consolidated
Total Leverage Ratio.  Permit the
Consolidated Total Leverage Ratio as of the ending date of any fiscal quarter
of CCR set forth below to be greater than the ratio set forth below opposite
the ending date of such fiscal quarter:




	
  Date

  	
   

  	
  Ratio

  
	
  September 30,
  2007

  	
   

  	
  6.25 to 1.00

  
	
  December 31,
  2007

  	
   

  	
  7.00 to 1.00

  
	
  March 31, 2008

  	
   

  	
  7.75 to 1.00

  
	
  June 30, 2008

  	
   

  	
  7.75 to 1.00

  
	
  September 30,
  2008

  	
   

  	
  7.50 to 1.00

  
	
  December 31,
  2008

  	
   

  	
  6.75 to 1.00

  
	
  March 31, 2009

  	
   

  	
  6.50 to 1.00

  
	
  June 30, 2009

  	
   

  	
  6.25 to 1.00

  
	
  September 30,
  2009

  	
   

  	
  6.00 to 1.00

  
	
  December 31,
  2009

  	
   

  	
  5.75 to 1.00

  
	
  March 31, 2010

  	
   

  	
  5.50 to 1.00

  
	
  June 30, 2010

  	
   

  	
  5.50 to 1.00

  
	
  September 30,
  2010

  	
   

  	
  5.25 to 1.00

  
	
  December 31,
  2010

  	
   

  	
  5.00 to 1.00

  
	
  March 31, 2011

  	
   

  	
  5.00 to 1.00

  
	
  June 30, 2011

  	
   

  	
  4.75 to 1.00

  
	
  September 30,
  2011

  	
   

  	
  4.75 to 1.00

  
	
  December 31,
  2011 and thereafter

  	
   

  	
  4.50 to 1.00

  






 


7.12        Capital
Expenditures.  Make or
become legally obligated to make any expenditure in respect of the purchase or
other acquisition of any fixed or capital asset except for (a) Maintenance
Capital Expenditures in any fiscal year in an amount not to exceed 5% of the
Borrower’s consolidated net revenue for the most recent fiscal year for which a
Compliance Certificate has been delivered pursuant to Section 6.02(b); provided,
however, that so long as no Default has occurred and is continuing or
would result from such expenditure, any portion of such amount, if not expended
in the fiscal year for which it is permitted, may be carried over to the
following fiscal year, (b) Capital Expenditures of up to $240,000,000 to
complete the construction of the proposed expansion of the Cannery East, (c)
Capital Expenditures of up to $156,000,000 to develop and construct the
Permanent Meadows Casino, (d) Capital Expenditures of up to $40,000,000 to
complete the construction of the Temporary Meadows Casino and (e) other
Expansion Capital Expenditures in an aggregate amount not to exceed $25,000,000
from the Effective Date through the Maturity Date.



 104
 









7.13        Payment
of Subordinated Debt. 
Prepay any principal (including sinking fund payments) or any other amount
with respect to any Subordinated Debt, or purchase or redeem (or offer to
purchase or redeem) any Subordinated Debt prior to the scheduled maturity date
thereof, or deposit any monies, securities or other Property with any trustee
or other Person to provide assurance that the principal or any portion thereof
of any Subordinated Debt will be paid when due or otherwise to provide for the
defeasance of any Subordinated Debt provided that so long as no Default
then exists or would result therefrom, CCR may make payments of scheduled interest
on any Subordinated Debt in accordance with the terms thereof.


7.14        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 



 105
 









for this purpose, capitalized interest and capitalized
pre-opening expenses) which would result in prospective non-compliance with Section
6.17 or Section 7.12;


(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 



 106
 









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 7.14(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 7.14(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.


7.15        Amendment,
Etc. of Indebtedness. 
Amend, modify or change in any manner any term or condition of any
Indebtedness set forth in Schedule 7.03 so as to materially impair
Lenders’ rights hereunder, except for any refinancing, refunding, renewal or extension
thereof permitted by Section 7.03(a) or (f) amend, modify or
change in any manner any terms or conditions of the Second Lien Loan Documents
other than in accordance with the Intercreditor Agreement.


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 any L/C Obligation, or (ii) within three Business Days after
the same becomes due, any interest on any Loan or on any L/C Obligation, 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



 107
 









(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


(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; 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 



 108
 









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 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 



 109
 









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 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 and any obligation of the L/C
Issuer to make L/C Credit Extensions 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)           require
that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal
to the then Outstanding Amount thereof); 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


 



 110

















 


each Lender to make Loans and any obligation of the
L/C Issuer to make L/C Credit Extensions 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, and the obligation
of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall
automatically become effective, in each case without further act of the
Administrative Agent or any Lender.


8.03        Application
of Funds.  After the
exercise of remedies provided for in Section 8.02 (or after the Loans
have automatically become immediately due and payable and the L/C Obligations
have automatically been required to be Cash Collateralized as set forth in the
proviso to Section 8.02), 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 (other than
principal, interest and Letter of Credit Fees) payable to the Lenders and the
L/C Issuer (including fees, charges and disbursements of counsel to the
respective Lenders and the L/C Issuer 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 Letter of Credit Fees and
interest on the Loans, L/C Borrowings and other Obligations, ratably among the
Lenders and the L/C Issuer 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 L/C
Borrowings and payments due to any Lender or Affiliate of a Lender under a Swap
Contract, ratably among the Lenders and the L/C Issuer in proportion to the
respective amounts described in this clause Fourth held by them;


Fifth, to the Administrative Agent
for the account of the L/C Issuer, to Cash Collateralize that portion of L/C
Obligations comprised of the aggregate undrawn amount of Letters of Credit; 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.


Subject to Section 2.03(c), amounts used to
Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant
to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit as cash
collateral after all Letters of Credit have either been fully drawn or expired,
such remaining amount shall be applied to the other Obligations, if any, in the
order set forth above.



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8.04        Equity
Cure.  Notwithstanding
anything to the contrary contained in Section 8.01 or any other
provision of this Agreement, in the event that CCR fails to comply (or believes
it may fail to comply) with any financial covenant contained in Section 7.11,
CCR shall have the right at any time, including during the applicable
Measurement Period through and including the 10th Business Day after the
delivery of a Notice of Issuance of Permitted Cure Securities, to issue
Permitted Cure Securities for cash, the net cash proceeds of which shall be
contributed to the common equity capital of CCR (collectively, the “Cure
Right”), and upon the later of (a) the receipt by CCR of such cash and (b)
the end of the relevant Measurement Period, such financial covenant shall be
calculated or recalculated, as the case may be, giving effect to the following:


(a)           Consolidated
EBITDA shall be increased, as provided in the definition thereof, solely for
the purpose of measuring compliance with such financial covenant and not for
any other purpose under this Agreement (including, but not limited to, the
calculation of Excess Cash Flow), by an amount not to exceed the amount
necessary to cure the non-compliance or potential non-compliance (the “Cure
Amount”), as applicable;


(b)           if,
after giving effect to the foregoing increase in Consolidated EBITDA, CCR shall
be in compliance with the requirements of such financial covenant, CCR shall be
deemed to have satisfied the requirements of such financial covenant as of the
end of the relevant Measurement Period and there shall be (or shall be deemed
to be) no applicable breach or default of such financial covenant for all
purposes of this Agreement and the other Loan Documents; and


(c)           to
the extent that the proceeds from the Permitted Cure Securities are used to
repay Indebtedness, such Indebtedness shall not be deemed to have been repaid
for purposes of calculating the financial covenants for the applicable
Measurement Period with respect to which such Cure Right was exercised; and


(d)           to
the extent a fiscal quarter ended for which such financial covenant is calculated
giving effect to a Cure Amount is included in the calculation of a financial
covenant in a subsequent fiscal period, the Cure Amount shall continue to be
included in the amount of Consolidated EBITDA for such fiscal quarter;


provided that CCR may not exercise
such Cure Right (x) in respect of more than two fiscal quarters and (y) with
respect to any fiscal quarter following the first fiscal quarter in which both
of Cannery East and Permanent Meadows Casino are Operating.  If CCR shall have delivered a Notice of
Issuance of Permitted Cure Securities in accordance with Section 6.01(f),
then (subject to the preceding sentence) the Lenders shall not have the right
to declare a Default or Event of Default or otherwise declare the Loans due and
payable and terminate the Commitments pursuant to Section 8.01 solely as
a result of a Default under Section 7.11 until 10 Business Days
following the date of delivery of such Notice of Issuance of Permitted Cure
Securities, and then only if CCR has not received the necessary Cure Amount to
cure the non-compliance by such date.



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ARTICLE
IX.

ADMINISTRATIVE AGENT


9.01        Appointment
and Authority.


(a)           Each of the Lenders
and the L/C Issuer 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, the
Lenders and the L/C Issuer, 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) and the L/C Issuer hereby irrevocably appoints and authorizes the
Administrative Agent to act as the agent of such Lender and the L/C Issuer 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 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 



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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, a Lender or the L/C Issuer.


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 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, or the issuance of a Letter of Credit, that by its terms must be
fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative
Agent may presume that such condition is satisfactory to such Lender or the L/C
Issuer unless the Administrative Agent shall have received notice to the
contrary from such Lender or the L/C Issuer prior to the making of such Loan or
the issuance of such Letter of Credit. 
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 



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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, the L/C Issuer 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 and the L/C Issuer, 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 or the L/C Issuer
under any of the Loan Documents, the retiring Administrative 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 and the L/C Issuer 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.


Any resignation by Bank of America as Administrative
Agent pursuant to this Section shall also constitute its resignation as L/C
Issuer and Swing Line Lender.  Upon the
acceptance of a successor’s appointment as Administrative Agent hereunder, (a)
such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender,
(b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all
of their respective duties and obligations hereunder or under the other Loan
Documents, and (c) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such
succession or make other arrangements 



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satisfactory to the retiring L/C Issuer to effectively
assume the obligations of the retiring L/C Issuer with respect to such Letters
of Credit.


9.07        Non-Reliance
on Administrative Agent and Other Lenders.  Each Lender and the L/C Issuer 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 and the L/C Issuer 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 Co-Documentation Agents, 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, a Lender or
the L/C Issuer hereunder.


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 or L/C
Obligation shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether the Administrative Agent shall have
made any demand on the 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, L/C Obligations 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, the L/C Issuer and the
Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer and the
Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders, the L/C Issuer 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 and the L/C Issuer 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 and
the L/C Issuer, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements 



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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 or the L/C Issuer 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 and the L/C Issuer 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)
and the expiration or termination of all Letters of Credit, (ii) that is sold
or to be sold as part of or in connection with any 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 (m)
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


10.1        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 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;



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(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 L/C
Borrowing, 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 or Letter of Credit Fees 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
L/C Borrowing 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 within each of
the following classes of Commitments, Loans and other Credit Extensions:  (i) the class consisting of the Revolving
Commitment, and (ii) the class consisting of the Term Loan Commitment.  For purposes of this clause the aggregate
amount of each Revolving Lender’s risk participation and funded participation
in L/C Obligations and Swing Line Loans shall be deemed to be held by such
Revolving Lender; 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 L/C Issuer in
addition to the Lenders required above, affect the rights or duties of the L/C
Issuer under this Agreement or any Issuer Document relating to any Letter of
Credit issued or to be issued by it; (ii) no amendment, waiver or consent
shall, unless in writing and 



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signed by the Swing Line Lender in addition to the
Lenders required above, affect the rights or duties of the Swing Line Lender
under this Agreement; (iii) 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 duties of the Administrative Agent under this
Agreement or any other Loan Document; (iv) 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 (v) 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 Aggregate Revolving Commitments, 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, the L/C Issuer or the Swing Line Lender, 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).



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(b)           Electronic
Communications.  Notices and other
communications to the Lenders and the L/C Issuer hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or
intranet websites) pursuant to procedures approved by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Lender or
the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable,
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, the Co-Documentation
Agents or any of their respective Related Parties (collectively, the “Agent
Parties”) have any liability to the Borrowers, any Lender, the L/C Issuer
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,
the L/C Issuer 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, the Administrative Agent, the L/C Issuer and the Swing Line Lender
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


 



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Communications hereunder by notice to the Borrowers,
the Administrative Agent, the L/C Issuer and the Swing Line Lender.  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 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, L/C Issuer and Lenders.  The Administrative Agent, the L/C Issuer and
the Lenders shall be entitled to rely and act upon any notices (including telephonic
Committed Loan Notices and Swing Line 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, the L/C Issuer, 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, the L/C Issuer 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), (ii) all reasonable out-of-pocket expenses incurred by
the L/C Issuer in connection with the issuance, amendment, renewal or extension
of any Letter of Credit or any demand for payment thereunder 



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and (iii) all reasonable out-of-pocket expenses
incurred by the Administrative Agent, any Lender or the L/C Issuer (including
the reasonable fees, charges and disbursements of any counsel for the
Administrative Agent, any Lender or the L/C Issuer), 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 or Letters of Credit issued hereunder,
including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit.


(b)           Indemnification
by the Borrowers.  The Borrowers
shall indemnify the Administrative Agent (and any sub-agent thereof), each
Lender and the L/C Issuer, 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 Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by the L/C Issuer to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), (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), the L/C Issuer or any Related Party of any of the foregoing,
each Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer 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 the L/C Issuer in its capacity as 



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such, or against any Related Party of any of the
foregoing acting for the Administrative Agent (or any such sub-agent) or L/C
Issuer 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 Letter of
Credit 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 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 and the L/C Issuer, 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, the L/C Issuer or
any Lender, or the Administrative Agent, the L/C Issuer 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, the L/C Issuer 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 and the L/C Issuer severally agree 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 and the L/C
Issuer 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 



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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, the L/C Issuer and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.


(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 (including for purposes of this subsection (b),
participations in L/C Obligations and in Swing Line 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, except that this clause (i) shall not apply to rights in respect of
Swing Line Loans;


(ii)           any assignment of a Term Loan
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);


(iii)          any assignment of a Revolving
Commitment must be approved by (A) the Administrative Agent, the L/C Issuer and
the Swing Line Lender (which approvals shall not be unreasonably withheld or
delayed) unless the Person that is the proposed assignee is itself a Lender
(whether or not the proposed assignee would otherwise qualify as an Eligible
Assignee) and (B) so long as no Event of Default has occurred and is
continuing, the Borrowers (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


(iv)          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 



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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 and L/C Obligations 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 and the L/C Issuer
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 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 (including such
Lender’s participations in L/C Obligations and/or Swing Line 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, the Lenders and the L/C Issuer 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,
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 



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the Loans or L/C Obligations 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.


(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 



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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.


(i)            Resignation
as L/C Issuer or Swing Line Lender After Assignment.  Notwithstanding anything to the contrary
contained herein, if at any time Bank of America assigns all of its Revolving
Commitment and Loans pursuant to subsection (b) above, Bank of America may,
(i) upon 30 days’ notice to the Borrowers and the Revolving Lenders,
resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrowers,
resign as Swing Line Lender.  In the
event of any such resignation as L/C Issuer or Swing Line Lender, the Borrowers
shall be entitled to appoint from among the Revolving Lenders a successor L/C
Issuer or Swing Line Lender hereunder; provided, however, that no
failure by the Borrowers to appoint any such successor shall affect the resignation
of the previous L/C Issuer or Swing Line Lender, as the case may be.  A resigning L/C Issuer shall retain all the
rights, powers, privileges and duties of the L/C Issuer hereunder with respect
to all Letters of Credit outstanding as of the effective date of its
resignation as L/C Issuer and all L/C Obligations with respect thereto
(including the right to require the Revolving Lenders to make Base Rate
Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to
Section 2.03(c)).  A resigning
Swing Line Lender shall retain all the rights of the Swing Line Lender provided
for hereunder with respect to Swing Line Loans made by it and outstanding as of
the effective date of such resignation, including the right to require the
Revolving Lenders to make Base Rate Committed Loans or fund risk participations
in outstanding Swing Line Loans pursuant to Section 2.04(c).  Upon the appointment of a successor L/C
Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring
L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C
Issuer shall issue letters of credit in substitution for the Letters of Credit,
if any, outstanding at the time of such succession or make other



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arrangements satisfactory to the resigning L/C Issuer
to effectively assume the obligations of the resigning L/C Issuer with respect
to such Letters of Credit.


10.07   Treatment of Certain Information;
Confidentiality.  Each
of the Administrative Agent, the Lenders and the L/C Issuer 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, or any Eligible Assignee invited to be a Lender pursuant to
Section 10.06(b), or any prospective assignee of or Participant in, 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, the L/C Issuer 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, any Lender or the
L/C Issuer 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, the Lenders and the
L/C Issuer 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, the L/C Issuer 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 



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obligations (in whatever currency) at any time owing
by such Lender, the L/C Issuer 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 or the L/C Issuer,
irrespective of whether or not such Lender or the L/C Issuer shall have 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 or the L/C Issuer different from
the branch or office holding such deposit or obligated on such
indebtedness.  The rights of each Lender,
the L/C Issuer and their respective Affiliates under this Section are in
addition to other rights and remedies (including other rights of setoff) that
such Lender, the L/C Issuer or their 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 



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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 Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.


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 and L/C Advances, 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 



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behalf of additional amounts pursuant to Section
3.01 and such Lender reimburses Borrowers for any amounts previously paid.


Notwithstanding the foregoing, if on or prior to the
first anniversary of the Effective Date any amendment lowering the Applicable
Rate becomes effective, each Lender not consenting to such amendment which is
removed pursuant to this Section 10.13 shall be paid a prepayment fee equal to
1.00% of the aggregate amount of its Loans assigned pursuant to this Section
10.13.


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, ANY LENDER
OR THE L/C ISSUER 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.



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(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 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 and L/C Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


 



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  MERRILL LYNCH, PIERCE, FENNER & SMITH
  INCORPORATED, as Syndication Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


 



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  CIT  LENDING
  SERVICES CORPORATION,

  as Co-Documentation Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


 



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  COMMERZBANK AG, LOS ANGELES BRANCH,

  as Co-Documentation Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


 


 



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  NEVADA STATE BANK,

  as Co-Documentation Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


 



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  [                                                ],
  as Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 



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