Exhibit
10.26


PLEDGE AGREEMENT


This PLEDGE AGREEMENT (as
amended, supplemented, amended and restated or otherwise modified from time to
time, this “Pledge Agreement”), dated as of June 5, 2006, is made
by MILLENNIUM GAMING, INC., a Nevada corporation (“MGI”), and MGIM, LLC,
a Nevada limited liability company (“MGIM,” and together with MGI, the “Pledgor”), in favor of BANK OF AMERICA, N.A., as the administrative
agent (together with any successor thereto in such capacity, the “Administrative Agent”) for each of the Secured Parties.


W I T N E S S E T H:


WHEREAS, pursuant to a
Credit Agreement, dated as of January 5, 2006 (as amended, supplemented,
amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Cannery Casino Resorts, LLC, a
Nevada limited liability company (“CCR”), The Cannery Hotel and Casino,
LLC, a Nevada limited liability company (“CHC”), Nevada Palace, LLC, a
Nevada limited liability company (“Nevada Palace, LLC”) and Rampart
Resort Management, LLC, a Nevada limited liability company (“Rampart”;
Rampart, Nevada Palace, LLC, CHC, CCR 
and any other entity that may from time to time be joined as a borrower
under the Credit Agreement are individually a “Borrower” and
collectively, the “Borrowers”), the various financial institutions
(individually, a “Lender” and collectively, the “Lenders”) as are, or may from time to time become, parties thereto
and the Administrative Agent for the Lenders, the Lenders and the L/C Issuer
have extended Commitments to make Credit Extensions to the Borrower;


WHEREAS, as a condition
precedent to the making of the Credit Extensions (including the initial Credit
Extension) under the Credit Agreement, the Pledgor is required to execute and
deliver this Pledge Agreement;


WHEREAS, MGI is the owner
of 66 2/3% of the Membership Interests of CCR and MGIM is the owner of 33 1/3%
of the Membership Interests of CCR;


WHEREAS, the Pledgor has
duly authorized the execution, delivery and performance of this Pledge
Agreement; and


WHEREAS, it is in the best
interests of the Pledgor to execute this Pledge Agreement inasmuch as the
Pledgor will derive substantial direct and indirect benefits from the Credit
Extensions made from time to time to the Borrowers by the Lenders and the L/C
Issuer pursuant to the Credit Agreement;


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in order to induce the Lenders and the L/C Issuer to make
Credit Extensions (including the initial Credit Extension) to the Borrowers
pursuant to the Credit Agreement, and to induce the Secured Parties to enter
into Swap Contracts, the Pledgor agrees, for the benefit of each Secured Party,
as follows:













ARTICLE I


DEFINITIONS


SECTION 1.1.                Certain Terms.  The
following terms when used in this Pledge Agreement, including its preamble and
recitals, shall have the following meanings (such definitions to be equally
applicable to the singular and plural forms thereof):


“Administrative Agent” is defined in the
preamble.


“Borrower”
and “Borrowers” are defined in the first recital.


“CCR” is defined in the first recital.


“CHC” is defined in the first recital.


“Collateral” is defined in Section 2.1.


“Credit Agreement” is defined in the first
recital.


“Distributions” means all non-cash distributions,
non-cash dividends, liquidating dividends or Membership Interests resulting
from (or in connection with the exercise of) splits, reclassifications,
warrants, options, non-cash dividends, mergers, consolidations, and all other
distributions (whether similar or dissimilar to the foregoing) on or with
respect to the Membership Interests, but shall not include Dividends.


“Dividends” means cash dividends and cash
distributions with respect to the Membership Interests made in the ordinary
course of business and not as a liquidating dividend.


“Lender” and “Lenders” are
defined in the first recital.


 “Membership
Agreement” means that
certain Operating Agreement for Mendenhall Millenium, LLC, predecessor to CCR,
made and entered into as of June 1, 2001, as such agreement may be amended,
supplemented, amended and restated or otherwise modified from time to time.


“Membership Interests” means all of the right, title and
interest of the Pledgor, whether now existing or hereafter arising, in and to
CCR as a member thereof.


“Pledge Agreement” is defined in the preamble.


 “Pledgor” is defined in the preamble.


“Rampart” is defined in the first recital.


“Secured Obligations” is defined in
Section 2.2.


“Securities Act” is defined in
Section 6.2.



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“U.C.C.” means the Uniform Commercial Code, as in effect from time to
time in the State of Nevada.


SECTION 1.2.                Credit Agreement Definitions.  Unless otherwise defined herein or the
context otherwise requires, terms used in this Pledge Agreement, including its
preamble and recitals, have the meanings provided in the Credit Agreement.


SECTION 1.3.                U.C.C. Definitions. 
Unless otherwise defined herein or in the Credit Agreement or the
context otherwise requires, terms for which meanings are provided in the U.C.C.
are used in this Pledge Agreement, including its preamble and recitals, with
such meanings.


ARTICLE II


PLEDGE


SECTION 2.1.                Grant of Security Interest. To secure the due and prompt
payment and performance of the Obligations, the Pledgor hereby pledges,
assigns, grants a continuing security interest in and lien on, and delivers to
the Administrative Agent for the ratable benefit of the Secured Parties, all
right, title and interest of the Pledgor, whether now existing or hereafter
arising, in and to the Membership Interests described in Item A of Schedule
1 hereto and all rights to receive any distributions or payments due or to
become due to the Pledgor in respect of its Membership Interests under the
terms of the Membership Agreement and all other economic benefits of the Pledgor’s
interest in CCR, whether cash, property, or otherwise, at any time owing or
payable to the Pledgor on account of its interest in CCR, and the right (but
not the obligation) to become a substitute member in CCR, other than dividends
or distributions permitted to be paid pursuant to Section 7.06(b) of the Credit
Agreement, which shall not constitute Collateral until the Administrative Agent
shall have given the Borrowers notice of the existence and continuance of an
Event of Default pursuant to Section 7.11(a) of the Credit Agreement (the “Collateral”).  This pledge and
security interest is for collateral purposes only, and the Administrative Agent
shall not, by virtue of this Pledge Agreement, or its receipt of any
distributions or other amounts from CCR, be deemed to be a member in CCR, or to
have assumed or become liable for any obligation of CCR or the Pledgor.  In case the Pledgor shall acquire any
additional Membership Interests in CCR by purchase or otherwise, then the
Pledgor does hereby grant a continuing security interest therein and shall
forthwith deliver to any tangible evidence thereof and appropriately pledge
such Membership Interests to the Administrative Agent under this Pledge
Agreement.  The Pledgor agrees that the
Administrative Agent may from time to time attach as Item A of Schedule
I hereto an updated list of the Membership Interests at such time
pledged hereunder.


SECTION 2.2.                Security for Obligations. 
This Pledge Agreement secures the payment in full in cash of all
Obligations of the Borrowers now or hereafter existing under the Credit
Agreement, the Notes, any Swap Contract with a Lender or an Affiliate of a
Lender and each other Loan Document to which the Borrowers are or may become a
party, whether for principal, interest, costs, fees, expenses, or otherwise,
and all obligations of the Pledgor whether now or hereafter existing under this
Pledge Agreement and each other Loan Document to which the



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Pledgor is or may become a party (all such obligations
of the Borrowers and the Pledgor being the “Secured Obligations”).


SECTION 2.3.                Delivery of Collateral. 
All certificates or instruments representing or evidencing all or any
part of the Collateral, including all tangible evidence of the Membership
Interests, if any, shall be delivered to and held by or on behalf of the
Administrative Agent pursuant hereto, shall be in suitable form for transfer by
delivery, and shall be accompanied by all necessary instruments of transfer,
duly executed in blank.


SECTION 2.4.                Dividends on Membership Interests.  In the event that any Dividend or
Distribution is to be paid on the Membership Interest and at such time (a) such
Dividend or Distribution is permitted pursuant to Section 7.06(b) of the Credit
Agreement, or (b) other than with respect to Dividends or Distributions
described in Section 7.06(b) of the Credit Agreement, at such time when no
Default of the nature referred to in Section 8.01(f)
or (g) of the Credit Agreement or Event of Default has occurred and is
continuing or would result therefrom, then such Dividend or Distribution may be
paid directly to the Pledgor and shall thereupon cease to constitute Collateral
hereunder.  If any a Dividend or
Distribution is to be paid on the Membership Interest at a time when it is not
permitted to be paid directly to the Pledgor pursuant to the foregoing, then
any such Dividend or Distribution shall be paid directly to the Administrative
Agent.


SECTION 2.5.                Continuing Security Interest; Transfer of Note.  This Pledge Agreement shall create a
continuing security interest in the Collateral and shall


(a)           remain
in full force and effect until payment in full in cash of all Secured
Obligations, the termination or expiration of all Letters of Credit, the
termination of all Swap Contracts to which a Secured Party is a party and the
termination of all Commitments,


(b)           be
binding upon the Pledgor and its successors, transferees and assigns, and


(c)           inure,
together with the rights and remedies of the Administrative Agent hereunder, to
the benefit of the Administrative Agent and each other Secured Party.


Without limiting the
foregoing clause (c), any
Lender may assign or otherwise transfer (in whole or in part) any Note or Loan
held by it to any other Person or entity, and such other Person or entity shall
thereupon become vested with all the rights and benefits in respect thereof
granted to such Lender under any Loan Document (including this Pledge
Agreement) or otherwise, subject, however, to any contrary provisions in such
assignment or transfer, and to the provisions of Section 10.06 of the Credit Agreement.  Upon the payment in full in cash of all
Secured Obligations, the termination or expiration of all Letters of Credit,
the termination of all Swap Contracts with any Secured Party and the termination
of all Commitments, the security interests granted herein shall automatically
terminate with respect to all Collateral. 
Upon any such sale, transfer, disposition or termination, the
Administrative Agent will, at the Pledgor’s sole expense, deliver to the
Pledgor, without any representations, warranties or recourse of any kind
whatsoever, all certificates and instruments representing or evidencing all
Membership Interests,



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together with all other
Collateral held by the Administrative Agent hereunder, and execute and deliver
to the Pledgor such documents as the Pledgor shall reasonably request to
evidence such termination.


SECTION 2.6.                Security Interest Absolute. 
To the fullest extent permitted by applicable law, all rights of the
Administrative Agent and the security interests granted to the Administrative
Agent hereunder, and all obligations of the Pledgor hereunder, shall be
absolute and unconditional, irrespective of


(a)           any
lack of validity or enforceability of the Credit Agreement, any Note or any
other Loan Document,


(b)           the failure of any Secured Party


(i)            to
assert any claim or demand or to enforce any right or remedy against any
Borrower, any other Obligor or any other Person under the provisions of the
Credit Agreement, any Note, any other Loan Document or otherwise, or


(ii)           to
exercise any right or remedy against any other guarantor of, or collateral
securing, any Secured Obligations,


(c)           any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Secured Obligations or any other extension, compromise or renewal
of any Secured Obligation,


(d)           any
reduction, limitation, impairment or termination of any Secured Obligations for
any reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to (and the Pledgor hereby waives any
right to or claim of) any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality, nongenuineness,
irregularity, compromise, unenforceability of, or any other event or occurrence
affecting, any Secured Obligations or otherwise,


(e)           any
amendment to, rescission, waiver, or other modification of, or any consent to
departure from, any of the terms of the Credit Agreement, any Note or any other
Loan Document,


(f)            any
addition, exchange, release, surrender or non-perfection of any collateral
(including the Collateral), or any amendment to or waiver or release of or
addition to or consent to departure from any guaranty, for any of the Secured
Obligations, or


(g)           any
other circumstances which might otherwise constitute a defense available to, or
a legal or equitable discharge of, any Borrower, any other Obligor, any surety
or any guarantor.


SECTION 2.7.                Postponement of Subrogation, etc.  The Pledgor will not exercise any rights
which it may acquire by reason of any payment made hereunder, whether by way of



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subrogation, reimbursement or otherwise, until the
prior payment, in full and in cash, of all Secured Obligations, the termination
or expiration of all Letters of Credit, the termination of all Swap Contracts
with any Secured Party and the termination of all Commitments.  Any amount paid to the Pledgor on account of
any payment made hereunder prior to the payment in full of all Secured
Obligations shall be held in trust for the benefit of the Secured Parties and
shall immediately be paid to the Secured Parties and credited and applied
against the Secured Obligations, whether matured or unmatured, in accordance
with the terms of the Credit Agreement; provided, however,
that if


(a)           the
Pledgor has made payment to the Secured Parties of all or any part of the
Secured Obligations, and


(b)           all
Secured Obligations have been paid in full, all Letters of Credit have been
terminated or expired, all Swap Contracts with any Secured Party have been
terminated and all Commitments have been permanently terminated,


each Secured Party agrees
that, at the Pledgor’s request, the Secured Parties will execute and deliver to
the Pledgor appropriate documents (without recourse and without representation
or warranty) necessary to evidence the transfer by subrogation to the Pledgor
of an interest in the Secured Obligations resulting from such payment by the
Pledgor.  In furtherance of the foregoing,
for so long as any Secured Obligations, Letters of Credit or Commitments remain
outstanding or any Swap Contract with any Secured Party remains in full force
and effect, the Pledgor shall refrain from taking any action or commencing any
proceeding against any Borrower or any other Obligor (or its successors or
assigns, whether in connection with a bankruptcy proceeding or otherwise) to
recover any amounts in respect of payments made under this Pledge Agreement to
any Secured Party.


SECTION 2.8.                Waivers.


(a)           The
Pledgor hereby waives, to the fullest extent permitted by law: (i) notice
of acceptance hereof; (ii) notice of any loans or other financial
accommodations made or extended under the Credit Agreement, or the creation or
existence of any Obligations; (iii) notice of the amount of the Obligations;
(iv) notice of any adverse change in the financial condition of any
Borrower or of any other fact that might increase the Pledgor’s risk hereunder;
(v) notice of presentment for payment, demand, protest, and notice thereof
as to the Notes or any other instrument; (vi) notice of any Default or
Event of Default under the Credit Agreement; and (vii) all other notices
and demands to which the Pledgor might otherwise be entitled.


(b)           To
the fullest extent permitted by applicable law, the Pledgor waives the right by
statute or otherwise to require the Administrative Agent to institute suit
against the Borrowers or to exhaust any rights and remedies which the
Administrative Agent has or may have against the Borrowers.  In this regard, the Pledgor agrees that it is
bound to the payment of each and all Obligations to the extent of the
Collateral, whether now existing or hereafter accruing, as fully as if such
Obligations were directly owing to the Administrative Agent by the Pledgor.  The Pledgor further waives any defense
arising by reason of any disability or other defense (other than the defense
that the Obligations shall



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have been fully
and finally performed and indefeasibly paid) of the Borrowers or by reason of
the cessation from any cause whatsoever of the liability of the Borrowers in
respect thereof.


(c)           To
the maximum extent permitted by law, the Pledgor hereby waives: (i) any
rights to assert against the Administrative Agent any defense (legal or
equitable), set-off, counterclaim, or claim which the Pledgor may now or at any
time hereafter have against the Borrowers or any other party liable to the
Administrative Agent; (ii) any defense, set-off, counterclaim, or claim,
of any kind or nature, arising directly or indirectly from the present or future
lack of perfection, sufficiency, validity, or enforceability of the Obligations
or any security therefor; (iii) any defense arising by reason of any claim
or defense based upon an election of remedies by the Administrative Agent; and
(iv) to the fullest extent permitted by law, any defense or benefit that
may be derived from or afforded by law which limits the liability of or
exonerates guaranties or sureties or requires the Administrative Agent to
exhaust remedies against the Borrowers prior to commencing any action or
foreclosure against the Pledged Properties.


(d)           The
Pledgor agrees that if all or a portion of the Obligations or this Pledge
Agreement is at any time secured by a deed of trust or mortgage covering
interests in real property, the Administrative Agent, in its discretion,
without notice or demand and without affecting the liability of the Pledgor
under this Pledge Agreement, may foreclose pursuant to the terms of the Credit
Agreement or otherwise the deed of trust or mortgage and the interests in real
property secured thereby by non-judicial sale. 
The Pledgor understands that the exercise by the Administrative Agent of
certain rights and remedies contained in the Credit Agreement and any such deed
of trust or mortgage may affect or eliminate the Pledgor’s right of subrogation
against the Borrowers and that the Pledgor may therefore incur a partially or
totally non-reimbursable liability hereunder. 
Nevertheless, the Pledgor hereby authorizes and empowers the Administrative
Agent to exercise, in its discretion, any rights and remedies, or any
combination thereof, which may then be available, since it is the intent and
purpose of the Pledgor that the obligations hereunder shall be absolute,
independent and unconditional under any and all circumstances.  Notwithstanding any foreclosure of the lien
of any deed of trust or security agreement with respect to any or all of any
real or personal property secured thereby, whether by the exercise of the power
of sale contained therein, by an action for judicial foreclosure or by an
acceptance of a deed in lieu of foreclosure, the Pledgor shall remain bound
under this Pledge Agreement to the maximum extent permitted by law.


(e)           (1)           Notwithstanding anything to the
contrary elsewhere contained herein or in any other Loan Document, until full
and final payment of the Obligations, the Pledgor hereby waives, to the fullest
extent permitted by applicable law, with respect to the Borrowers and their
respective successors and assigns (including any surety) and any other party
any and all rights at law or in equity, to subrogation, to reimbursement, to
exoneration, to contribution, to setoff or to any other rights that could
accrue to a surety against a principal, to a guarantor against a maker or
obligor, to an accommodation party against the party accommodated, or to a
holder or transferee against a maker and which the Pledgor may have or
hereafter acquire against the Borrowers in connection with or as a result of
the Borrowers’ execution, delivery and/or performance of the Credit



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Agreement or any
other Loan Document.  The Pledgor agrees
that it shall not have or assert any such rights against the Borrowers or the
Borrowers’ successors and assigns or any other surety, either directly or as an
attempted setoff to any action commenced against the Pledgor by the Borrowers
(as borrower or in any other capacity) or any other Person until the
Obligations have been fully repaid to the 
Administrative Agent.  The Pledgor
hereby acknowledges and agrees that this waiver is intended to benefit the  Administrative Agent and shall not limit or
otherwise affect any of the Borrowers’ liability hereunder, under any other
Loan Document to which any Borrower is a party, or the enforceability hereof or
thereof.


(2)           To
the extent any waiver of subrogation contained in subparagraph (e)(1) is
unenforceable, the Pledgor shall, until the Obligations shall have been paid in
full and the Commitments shall have terminated, all Letters of Credit shall
have expired or been terminated or canceled and all Swap Contracts with any
Secured Party have been terminated, withhold exercise of (a) any claim,
right or remedy, direct or indirect, that the Pledgor now has or may hereafter
have against any Borrower or any of its assets in connection with this Pledge
Agreement or the performance by the Pledgor of its obligations hereunder, in
each case whether such claim, right or remedy arises in equity, under contract,
by statute, under common law or otherwise and including without limitation
(i) any right of subrogation, reimbursement or indemnification that the
Pledgor now has or may hereafter have against any Borrower, (ii) any right
to enforce, or to participate in, any claim, right or remedy that the
Administrative Agent or the Lenders now has or may hereafter have against any
Borrower, and (iii) any benefit of, and any right to participate in, any
collateral or security now or hereafter held by the  Administrative Agent, and (b) any right of
contribution the Pledgor may have against any Guarantor.  The Pledgor further agrees that, to the
extent the agreement to withhold the exercise of its rights of subrogation,
reimbursement, indemnification and contribution as set forth herein is found by
a court of competent jurisdiction to be void or voidable for any reason, any
rights of subrogation, reimbursement or indemnification the Pledgor may have
against any Borrower or against any collateral or security, and any rights of
contribution the Pledgor may have against any Guarantor, shall be junior and
subordinate to any rights the Administrative Agent or Lenders may have against
such Borrower, to all right, title and interest the Administrative Agent may
have in any such collateral or security, and to any right the Administrative
Agent may have against such Guarantor. 
The Administrative Agent, on behalf of Lenders, may use, sell or dispose
of any item of collateral or security as it sees fit without regard to any
subrogation rights the Pledgor may have, and upon any such disposition or sale
any rights of subrogation the Pledgors may have shall terminate.  If any amount shall be paid to the Pledgor on
account of any such subrogation, reimbursement or indemnification rights at any
time when all Obligations shall not have been paid in full, such amount shall
be held in trust for the Administrative Agent on behalf of the Lenders and
shall forthwith be paid over to the Administrative Agent for the benefit of the
Lenders to be credited and applied against the Obligations, whether matured or
unmatured, in accordance with the Credit Agreement.



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ARTICLE III


REPRESENTATIONS AND WARRANTIES


In order to induce the
Lenders, the L/C Issuer and the Administrative Agent to enter into the Credit
Agreement and to make Credit Extensions thereunder, the Pledgor represents and
warrants unto the Administrative Agent, the L/C Issuer and each Lender as set
forth in this Article III.


SECTION 3.1.                Organization, etc. 
The Pledgor is validly organized and existing and in good standing under
the laws of the state or jurisdiction of its organization, is duly qualified to
do business and is in good standing in each jurisdiction where the nature of
its business requires such qualification; and has full power and authority and
holds all requisite governmental licenses, permits and other approvals to enter
into and perform its obligations under this Pledge Agreement and each of the
other Loan Documents to which it is a party.


SECTION 3.2.                Due Authorization, Non-Contravention, etc.  The execution, delivery and performance by
the Pledgor of this Pledge Agreement and each of the other Loan Documents to
which it is a Party, are in each case within its powers, have been duly
authorized by all necessary action, and do not


(a)           contravene any of the Pledgor’s
Organization Documents;


(b)           contravene
any Contractual Obligation binding on or affecting the Pledgor;


(c)           contravene
(i) any court decree or order binding on or affecting any such Person or
(ii) any Laws binding on or affecting the Pledgor; or


(d)           result
in, or require the creation or imposition of, any Lien on any of the Pledgor’s
properties (except as contemplated by this Pledge Agreement).


SECTION 3.3.                Government Approval, Regulation, etc.  Except as set forth in Section 7.11,
no authorization or approval or other action by, and no notice to or filing
with, any governmental authority or regulatory body (other than those that have
been, or on the Effective Date will be, duly obtained or made and which are, or
on the Effective Date will be, in full force and effect) is required for the
due execution, delivery or performance by the Pledgor of this Pledge Agreement
and any other Loan Document to which it is a party.


SECTION 3.4.                Validity, etc.  Except
as set forth in Section 7.11, this Pledge Agreement will, upon the due
execution and delivery hereof, constitute, the legal, valid and binding
obligation of the Pledgor, enforceable against the Pledgor in accordance with
its terms (except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally and by principles of equity).


SECTION 3.5.                Litigation, Labor Controversies, etc.  There is no pending material litigation,
action, proceeding, or labor controversy against the Pledgor or which purports
to affect the legality, validity or enforceability of this Pledge Agreement.



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SECTION 3.6.                Ownership, No Liens, etc. 
The Pledgor is the legal and beneficial owner of, and has good and
marketable title to (and has full right and authority to pledge and assign) the
Collateral, free and clear of all liens, security interests, options, or other
charges or encumbrances, except any lien or security interest granted pursuant
hereto and except for the Oaktree Liens.


SECTION 3.7.                Valid Security Interest. 
Upon the filing of a UCC-1 financing statement with the Secretary of
State of the State of Nevada listing the Administrative Agent as the secured
party, the Pledgor as debtor and describing the Collateral, the Administrative
Agent will have a valid, perfected, first priority security interest in the
Collateral and all proceeds thereof securing the Secured Obligations. No filing
or other action will be necessary to perfect such security interest.


SECTION 3.8.                As to Membership Interests. 
All of such Membership Interests are duly authorized and validly issued,
fully paid and non-assessable, and constitute all of the issued and outstanding
Membership Interests of CCR.


SECTION 3.9.                Authorization, Approval, etc.  Except as set forth in Section 7.11,
no authorization, approval, or other action by, and no notice to or filing
with, any governmental authority, regulatory body or any other Person is
required either


(a)           for
the pledge by the Pledgor of any Collateral pursuant to this Pledge Agreement
or for the execution, delivery, and performance of this Pledge Agreement by the
Pledgor, or


(b)           for
the exercise by the Administrative Agent of the voting or other rights provided
for in this Pledge Agreement, or, except with respect to any Membership
Interests, as may be required in connection with a disposition of such
Membership Interests by Gaming Laws, the remedies in respect of the Collateral
pursuant to this Pledge Agreement.


ARTICLE IV


COVENANTS


SECTION 4.1.                Affirmative Covenants. 
The Pledgor agrees with the Administrative Agent, the L/C Issuer and
each Lender that, until all Commitments have terminated and all Obligations
have been paid in full, in cash, the Pledgor will perform or cause to be
performed the obligations set forth in this Section 4.1.


SECTION 4.1.1.             Preservation of Existence.  The Pledgor will preserve its organizational
existence.


SECTION 4.1.2.             Protect Collateral; Further Assurances, etc.  The Pledgor agrees and covenants that it will
not sell, assign, transfer, pledge, or encumber in any other manner the
Collateral, except (a) in favor of the Administrative Agent hereunder, (b) with
respect to the Oaktree Liens, and (c) any transfer of Membership Interests to
OCM at the Third Closing pursuant to the CUP Agreement. The Pledgor will
warrant and defend the right and title herein



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granted unto the
Administrative Agent in and to the Collateral (and all right, title, and
interest represented by the Collateral) against the claims and demands of all
other Persons whomsoever, except OCM with respect to the Oaktree Liens or any
transfer of Membership Interests to OCM at Third Closing pursuant to the CUP
Agreement.  The Pledgor agrees that at
any time, and from time to time, at the expense of the Pledgor, the Pledgor
will promptly execute and deliver all further instruments, and take all further
action, that may be necessary or desirable, or that the Administrative Agent
may reasonably request, in order to perfect and protect any security interest
granted or purported to be granted hereby or to enable the Administrative Agent
to exercise and enforce its rights and remedies hereunder in accordance with
the terms hereof, with respect to any Collateral.


SECTION 4.1.3.             Continuous Pledge. 
The Pledgor will, at all times, keep pledged to the Administrative Agent
pursuant hereto all Membership Interests of CCR, all Dividends and Distributions
(other than as permitted to be paid pursuant to Section 2.4) and other Collateral and other securities,
instruments, proceeds, and rights from time to time received by or
distributable to the Pledgor in respect of any Collateral and will not permit
CCR to issue any Membership Interests which shall not have been immediately
duly pledged to the Administrative Agent on a first priority perfected basis,
other than the issuance of Preferred Units of CCR pursuant to the CUP Agreement
in the event CCR does not make the distribution contemplated at the Third
Closing for the repayment of the InvestCo bridge loan, which equity interests
shall be pledged to the Administrative Agent by InvestCo or OCM after acquired
thereby.


SECTION 4.1.4.             Voting Rights and Distributions.  Unless and until a Default of the nature
referred to in Section 8.01(f) or
(g) of the Credit Agreement or any Event of Default shall have occurred
and be continuing, the Pledgor shall be entitled to vote its Membership
Interests and to otherwise exercise its right as a member of CCR pursuant to
the applicable Organization Documents; provided, however, that no
vote shall be cast in favor of or action taken that would violate any provision
of the Credit Agreement or this Agreement. 
The Pledgor shall be entitled to receive and apply for its own account
distributions or other amounts paid on account of the Membership Interests to
the extent permitted by Section 2.4 hereof.


SECTION 4.2.                Negative Covenants. 
The Pledgor agrees with the Administrative Agent, the L/C Issuer and
each Lender that, until all Commitments have terminated and all Obligations
have been paid in full, in cash, the Pledgors will perform the obligations set
forth in this Section 4.2.


SECTION 4.2.1.             Liens.  The Pledgor
will not create, incur, assume or suffer to exist any Lien upon the Collateral
or any proceeds, income or profits therefrom, or assign or convey any right to
receive income therefrom, except Liens created by this Pledge Agreement or any
other Loan Document and the Oaktree Liens.


ARTICLE V


THE ADMINISTRATIVE AGENT


SECTION 5.1.                Administrative Agent Appointed Attorney-in-Fact.  The Pledgor hereby irrevocably appoints the
Administrative Agent as the Pledgor’s attorney-in-fact, with full



 11
 









authority in the place
and stead of the Pledgor and in the name of the Pledgor or otherwise, from time
to time in the Administrative Agent’s discretion, to take any action and to
execute any instrument which the Administrative Agent may deem necessary or
advisable to accomplish the purposes of this Pledge Agreement, including,
without limitation,


(a)           after
the occurrence and during the continuance of a Default of the nature referred
to in Section 8.01(f) or (g)
of the Credit Agreement or an Event of Default, to ask, demand, collect, sue for,
recover, compromise, receive and give acquittance and receipts for moneys due
and to become due under or in respect of any of the Collateral (other than
amounts permitted to be paid pursuant to Section 7.06(b) of the Credit
Agreement);


(b)           after
the occurrence and during the continuance of a Default of the nature referred
to in Section 8.01(f) or (g)
of the Credit Agreement or an Event of Default, to receive, endorse, and
collect any drafts or other instruments, documents and chattel paper, in
connection with clause (a)
above; and


(c)           to
file any claims or take any action or institute any proceedings which the
Administrative Agent may deem necessary or desirable for the collection of any
of the Collateral or otherwise to enforce the rights of the Administrative
Agent with respect to any of the Collateral.


The Pledgor hereby
acknowledges, consents and agrees that the power of attorney granted pursuant
to this Section is irrevocable and coupled with an interest.


SECTION 5.2.                Administrative Agent May Perform.  If the Pledgor fails to perform any agreement
contained herein, the Administrative Agent may itself perform, or cause
performance of, such agreement, and the expenses of the Administrative Agent
incurred in connection therewith shall be payable by the Pledgor pursuant to Section 6.5.


SECTION 5.3.                Administrative Agent Has No Duty.  The powers conferred on the Administrative
Agent hereunder are solely to protect its interest (on behalf of the Secured
Parties) in the Collateral and shall not impose any duty on it to exercise any
such powers.  Except for reasonable care
of any Collateral in its possession and the accounting for moneys actually
received by it hereunder, the Administrative Agent shall have no duty as to any
Collateral or responsibility for


(a)           ascertaining
or taking action with respect to calls, conversions, exchanges, maturities,
tenders or other matters relative to any Collateral, whether or not the
Administrative Agent has or is deemed to have knowledge of such matters, or


(b)           taking
any necessary steps to preserve rights against prior parties or any other
rights pertaining to any Collateral.


SECTION 5.4.                Reasonable Care.  The
Administrative Agent is required to exercise reasonable care in the custody and
preservation of any of the Collateral in its possession; provided, however, the Administrative Agent
shall be deemed to have exercised reasonable care in the custody and
preservation of any of the Collateral, if it takes such action for that purpose
as



 12
 









the Pledgor reasonably
requests in writing at times other than upon the occurrence and during the
continuance of any Event of Default, but failure of the Administrative Agent to
comply with any such request at any time shall not in itself be deemed a
failure to exercise reasonable care.


SECTION 5.5.                Release of Pledge.  It
is understood and agreed that, notwithstanding anything to the contrary herein,
MGIM shall be released as a Pledgor hereunder as of, and in order to
effectuate, the Third Closing; provided that immediately following the
Third Closing OCM shall pledge its membership interest in CCR and shall become
a party hereto.


ARTICLE VI


REMEDIES


SECTION 6.1.                Certain Remedies.  If
any Event of Default shall have occurred and be continuing:


(a)           The
Administrative Agent may exercise in respect of the Collateral, in addition to
other rights and remedies provided for herein or otherwise available to it, all
the rights and remedies of a secured party on default under the U.C.C. (whether
or not the U.C.C. applies to the affected Collateral) and also may, without
notice except as specified below, sell the Collateral or any part thereof in
one or more parcels at public or private sale, at any of the Administrative
Agent’s offices or elsewhere, for cash, on credit or for future delivery, and
upon such other terms as the Administrative Agent may deem commercially
reasonable.  The Pledgor agrees that, to
the extent notice of sale shall be required by law, at least ten days’ prior
notice to the Pledgor of the time and place of any public sale or the time after
which any private sale is to be made shall constitute reasonable
notification.  The Administrative Agent
shall not be obligated to make any sale of Collateral regardless of notice of
sale having been given.  The
Administrative Agent may adjourn any public or private sale from time to time
by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so
adjourned.


(b)           The
Administrative Agent may, to the fullest extent permitted by applicable law


(i)            transfer
all or any part of the Collateral into the name of the Administrative Agent or
its nominee, with or without disclosing that such Collateral is subject to the
lien and security interest hereunder,


(ii)           notify
the parties obligated on any of the Collateral to make payment to the
Administrative Agent of any amount due or to become due thereunder,


(iii)          enforce
collection of any of the Collateral by suit or otherwise, and surrender,
release or exchange all or any part thereof, or compromise or extend or renew
for any period (whether or not longer than the original period) any obligations
of any nature of any party with respect thereto,



 13
 









(iv)          endorse
any checks, drafts, or other writings in the Pledgor’s name to allow collection
of the Collateral,


(v)           take
control of any proceeds of the Collateral, and


(vi)          execute
(in the name, place and stead of the Pledgor) endorsements, assignments, stock
powers and other instruments of conveyance or transfer with respect to all or
any of the Collateral.


(c)           Notwithstanding
any other provision of this Agreement, the Administrative Agent shall not have
any remedies relating to the amounts permitted to be paid pursuant to Section
7.06(b) of the Credit Agreement unless and until the Administrative Agent shall
have given the Borrowers notice of the existence and continuance of an Event of
Default pursuant to Section 7.11(a) of the Credit Agreement.


SECTION 6.2.                Compliance with Restrictions.  The Pledgor agrees that in any sale of any of
the Collateral pursuant to Section 6.1, the Administrative Agent is
hereby authorized to comply with any limitation or restriction in connection
with such sale as it may be advised by counsel is necessary in order to avoid
any violation of applicable law (including compliance with such procedures as
may restrict the number of prospective bidders and purchasers, require that
such prospective bidders and purchasers have certain qualifications, and
restrict such prospective bidders and purchasers to persons who will represent
and agree that they are purchasing for their own account for investment and not
with a view to the distribution or resale of such Collateral), or in order to
obtain any required approval of the sale or of the purchaser by any
governmental regulatory authority or official, and the Pledgor further agrees
that such compliance shall not result in such sale being considered or deemed
not to have been made in a commercially reasonable manner, nor shall the
Administrative Agent be liable nor accountable to the Pledgor for any discount
allowed by the reason of the fact that such Collateral is sold in compliance
with any such limitation or restriction.


SECTION 6.3.                Application of Proceeds. 
All cash proceeds, if any, received by the Administrative Agent in respect
of any sale of, collection from, or other realization upon, all or any part of
the Collateral may, in the discretion of the Administrative Agent, be held by
the Administrative Agent as additional collateral security for, or then or at
any time thereafter be applied (after payment of any amounts payable to the
Administrative Agent pursuant to Section 10.04
of the Credit Agreement and Section 6.5)
in whole or in part by the Administrative Agent against, all or any part of the
Secured Obligations in such order as the Administrative Agent shall elect.


Any surplus of such cash
or cash proceeds, if any, held by the Administrative Agent and remaining after
payment in full in cash of all the Secured Obligations, the termination or
expiration of all Letters of Credit, the termination of all Swap Contracts with
any Secured Party and the termination of all Commitments, shall be paid over to
the Pledgor, or to whomsoever may be lawfully entitled to receive such surplus.


SECTION 6.4.                Indemnity and Expenses. 
The Pledgor hereby agrees to indemnify and hold harmless the
Administrative Agent from and against any and all claims, losses, and



 14
 









liabilities arising out
of or resulting from this Pledge Agreement (including enforcement of this
Pledge Agreement), except claims, losses, or liabilities resulting from any
Secured Party’s gross negligence or wilful misconduct.  Upon demand, the Pledgor will pay to the
Administrative Agent the amount of any and all reasonable expenses, including
the reasonable fees and disbursements of its counsel and of any experts and
agents, which the Administrative Agent may incur in connection with:


(a)           the
administration of this Pledge Agreement, the Credit Agreement and each other
Loan Document;


(b)           the
custody, preservation, use, or operation of, or the sale of, collection from,
or other realization upon, any of the Collateral;


(c)           the
exercise or enforcement of any of the rights of the Administrative Agent
hereunder; or


(d)           the
failure by the Pledgor to perform or observe any of the provisions hereof.


ARTICLE VII


MISCELLANEOUS PROVISIONS


SECTION 7.1.                Loan Document.  This
Pledge Agreement is a Loan Document executed pursuant to the Credit Agreement
and shall (unless otherwise expressly indicated herein) be construed,
administered and applied in accordance with the terms and provisions thereof.


SECTION 7.2.                Amendments, etc.  No
amendment to or waiver of any provision of this Pledge Agreement nor consent to
any departure by the Pledgor herefrom shall in any event be effective unless
the same shall be in writing and signed by the Administrative Agent (on behalf
of the Lenders or the Required Lenders, as the case may be), and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which it is given.


SECTION 7.3.                Protection of Collateral. 
The Administrative Agent may from time to time, at its option, perform
any act which the Pledgor agrees hereunder to perform and which the Pledgor
shall fail to perform after being requested in writing so to perform (it being
understood that no such request need be given after the occurrence and during
the continuance of an Event of Default) and the Administrative Agent may from
time to time take any other action which the Administrative Agent reasonably
deems necessary for the maintenance, preservation or protection of any of the
Collateral or of its security interest therein.


SECTION 7.4.                Addresses for Notices. 
All notices and other communications provided for hereunder shall be in
writing and, if to the Pledgor, mailed or telecopied or delivered to it,
addressed to it at the address of the Pledgor specified in Item B of Schedule I hereto, if to the
Administrative Agent, mailed or telecopied or delivered to it, addressed to it
at the address of the Administrative Agent specified in the Credit
Agreement.  All such notices and



 15
 









communications shall be
deemed to have been properly given (i) if hand delivered with receipt
acknowledged by the recipient, upon receipt; (ii) if mailed, upon the fifth
Business Day after the date on which it is deposited in registered or certified
mail, postage prepaid, return receipt requested or (iii) if by Federal Express
or other nationally-recognized express courier service with instructions to
deliver on the following Business Day, on the next Business Day after delivery
to such express courier service.  Notices
and other communications may also be properly given by facsimile but shall be
deemed to be received upon automatic facsimile confirmation of receipt thereof
by the intended recipient’s machine with the original of such notice or
communication to be given in the manner provided in the second sentence of this
Section; provided, however, that the failure to
deliver a copy in accordance with the second sentence of this Section shall not
invalidate the effectiveness of such facsimile notice.


SECTION 7.5.                Section Captions. 
Section captions used in this Pledge Agreement are for convenience of
reference only, and shall not affect the construction of this Pledge Agreement.


SECTION 7.6.                Severability. 
Wherever possible each provision of this Pledge Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Pledge Agreement shall be prohibited by or invalid
under such law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Pledge Agreement.


SECTION 7.7.                Counterparts.  This
Pledge Agreement may be executed by the parties hereto in several counterparts,
each of which shall be deemed to be an original and all of which shall
constitute together but one and the same agreement.


SECTION 7.8.                Governing Law, Entire Agreement, etc.  THIS PLEDGE
AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEVADA EXCEPT TO THE EXTENT THAT THE VALIDITY OR
PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN
RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION
OTHER THAN THE STATE OF NEVADA.  THIS
PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE
UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT
THERETO.


SECTION 7.9.                Forum Selection and Consent to Jurisdiction.  ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE
ADMINISTRATIVE AGENT, THE OTHER SECURED PARTIES OR THE PLEDGOR IN CONNECTION
HEREWITH OR THEREWITH SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS
OF THE STATE OF NEVADA, IN CLARK COUNTY OR IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEVADA; PROVIDED,



 16
 









HOWEVER, THAT ANY SUIT SEEKING
ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE
ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. 
THE PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE PERSONAL
JURISDICTION OF THE COURTS OF THE STATE OF NEVADA AND OF THE UNITED STATES
DISTRICT COURT FOR THE DISTRICT OF NEVADA FOR THE PURPOSE OF ANY SUCH
LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION, SUBJECT TO THE
PLEDGOR’S RIGHT TO CONTEST SUCH JUDGMENT BY MOTION OR APPEAL ON ANY GROUNDS NOT
EXPRESSLY WAIVED IN THIS SECTION.  THE
PLEDGOR HEREBY IRREVOCABLY APPOINTS THE CORPORATION TRUST COMPANY OF NEVADA
(THE “PROCESS AGENT”), WITH AN OFFICE ON THE DATE HEREOF
AT 6100 NEIL ROAD, SUITE 500, RENO, NEVADA 89511, UNITED STATES, AS ITS AGENT
TO RECEIVE, ON THE PLEDGOR’S BEHALF AND ON BEHALF OF THE PLEDGOR’S PROPERTY,
SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY
BE SERVED IN ANY SUCH ACTION OR PROCEEDING. 
SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS
TO THE PLEDGOR IN CARE OF THE PROCESS AGENT AT THE PROCESS AGENT’S ABOVE
ADDRESS, AND THE PLEDGOR HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE PROCESS
AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF. 
AS AN ALTERNATIVE METHOD OF SERVICE, THE PLEDGOR FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY
PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEVADA AT THE ADDRESS FOR
NOTICES SPECIFIED IN SECTION 7.4. 
THE PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE
TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.  TO THE EXTENT THAT
THE PLEDGOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY
COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, THE PLEDGOR HEREBY IRREVOCABLY WAIVES TO THE FULLEST
EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS.


SECTION 7.10.              Waiver of Jury Trial.  THE
ADMINISTRATIVE AGENT, THE OTHER SECURED PARTIES AND THE PLEDGOR HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED
BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER,



 17
 









OR
IN CONNECTION WITH, THIS PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR
ACTIONS OF THE ADMINISTRATIVE AGENT, THE OTHER SECURED PARTIES OR THE  PLEDGOR IN CONNECTION HEREWITH OR
THEREWITH.  THE PLEDGOR ACKNOWLEDGES AND
AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS
PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS
A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
ADMINISTRATIVE AGENT AND EACH OTHER SECURED PARTY ENTERING INTO THIS PLEDGE
AGREEMENT, THE CREDIT AGREEMENT AND EACH OTHER LOAN DOCUMENT.


SECTION 7.11.              Regulatory Matters. Notwithstanding any other provision of
this Agreement, Administrative Agent acknowledges and agrees that:


(a)           The
pledge of the Membership Interests issued by entities licensed by or registered
with the Gaming Board by Pledgor is not effective without the prior approval of
the Gaming Board, and any subsequent amendment of the Agreement will require
approval of the Gaming Boards in order to be effective.


(b)           In
the event that, upon the occurrence and during the continuance of an Event of
Default, Administrative Agent exercises any of the voting and consensual rights
or one or more of the remedies set forth in Article VI of this Agreement,
including but not limited to (i) re-registration of the Membership Interests,
or (ii) foreclosure, transfer or other enforcement of the security interests in
the Membership Interests, pursuant to applicable Gaming Laws, such exercise of
remedies shall require the separate and prior approval of the Gaming Board
and/or licensing of Administrative Agent (unless such licensing requirement is
waived by the Gaming Board upon application of Administrative Agent) pursuant
to applicable Gaming Laws.


(c)           The
approval by the Gaming Board of this Agreement shall not act or be construed as
the approval, either express or implied, for Administrative Agent to take any
actions or steps provided for in this Agreement for which prior approval of the
Gaming Board is required, without first obtaining such prior and separate
approval of the Gaming Board to the extent then required by applicable Law.


(d)           Administrative
Agent shall be required to maintain any certificates representing the
Membership Interests, to the extent the pledge of which are subject to Gaming
Board approval, at all times at a location within the State of Nevada
designated to the Nevada State Gaming Control Board, and shall make any such
certificates available for inspection by agents or employees of the Nevada
State Gaming Control Board immediately upon request during normal business
hours.


(e)           Neither
Administrative Agent nor any agent of Administrative Agent shall surrender
possession of any Membership Interests to any Person other than Pledgor without
the prior approval of the Gaming Board or as otherwise permitted by the Gaming
Laws.



 18
 









IN WITNESS WHEREOF, the
parties hereto have caused this Pledge Agreement to be duly executed and
delivered by their respective officers thereunto duly authorized as of the day
and year first above written.


	
  

  	
  MILLENNIUM GAMING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MGIM, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.,

               as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 19














SCHEDULE 1

to Pledge Agreement


Item A. 
Membership Interests


	
  

  	
   

  	
  Membership
  Interests

  
	
   

  	
   

  	
  Type of

  Membership

  Interest

  	
   

  	
  % of Aggregate

  Membership

  Interests

  
	
  Cannery Casino Resorts, LLC

  	
   

  	
  N/A*

  	
   

  	
  100%

  



 


*After the “Third Closing,” as that term is defined in
the Credit Agreement, all of the membership interests in Cannery Casino
Resorts, LLC held by Millennium Gaming, Inc. are expected to be exchanged for
Preferred Membership Interests pursuant to an amended and restated operating
agreement of Cannery Casino Resorts, LLC.


Item B.  Notice
Addresses of the Pledgors


	
  c/o Cannery Casino Resorts

  	
   

  
	
  221 North Rampart Boulevard

  	
   

  
	
  Las Vegas, Nevada 89145

  	
   

  
	
  Attention: William Paulos

  	
   

  
	
  Attention: William Wortman

  	
   

  
	
  Attention: Tom Lettero

  	
   

  
	
  Telephone: (702) 507-5900

  	
   

  
	
  Telecopier: (702) 507-5922

  	
   

  
	
  Electronic Mail:

  	
   

  	
  tlettero@canneryresorts.com

  
	
   

  	
   

  	
  bpaulos@canneryresorts.com

  
	
   

  	
   

  	
  wwortman@canneryresorts.com

  
	
  with a copy to

  	
   

  
	
   

  	
   

  
	
  Santoro, Driggs, Walch, Kearney, Johnson &
  Thompson

  
	
  400 South Fourth Street, Suite 300

  
	
  Las Vegas, Nevada 89101

  	
   

  
	
  Attention: Michael Kearney, Esq.

  	
   

  
	
  Telephone: (702) 791-0308

  	
   

  
	
  Telecopier: (702) 791-1912

  	
   

  
	
  Electronic Mail:

  	
  mkearney@nevadafirm.com

  



 



 20