Pinnacle Entertainment 8K Entry into a Material Definitive Agreement | PNKZV 4 Aug 11

Exhibit 10.1

EXECUTION VERSION

$410,000,000

FOURTH AMENDED AND RESTATED
CREDIT AGREEMENT

among

PINNACLE ENTERTAINMENT, INC.,

as the Borrower,

The Several Lenders
from Time to Time Parties Hereto,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and
J.P. MORGAN SECURITIES LLC,
as Joint Lead Arrangers and Joint Book Runners,

BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A.,
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
DEUTSCHE BANK SECURITIES INC., and
WELLS FARGO BANK, N.A.
as Syndication Agents,

UBS SECURITIES LLC and CAPITAL ONE NATIONAL ASSOCIATION,
as Senior Managing Agents,

and

BARCLAYS BANK PLC,
as Administrative Agent

Dated as of August 2, 2011

TABLE OF CONTENTS


	Page

SECTION 1. DEFINITIONS		1

1.1 Defined Terms		1
1.2 Other Definitional Provisions		36

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS		37

2.1 Incremental Term Loans and Incremental Delayed Draw Term Loans		37
2.2 Procedure for Incremental Term Loan and Incremental Delayed Draw Term Loan Borrowing		37
2.3 Repayment of Incremental Term Loans and Incremental Delayed Draw Term Loans		38
2.4 Revolving Credit Commitments		38
2.5 Procedure for Revolving Credit Borrowing		39
2.6 Swing Line Commitment		39
2.7 Procedure for Swing Line Borrowing; Refunding of Swing Line Loans		40
2.8 Incremental Loans		42
2.9 Repayment of Loans; Evidence of Debt		44
2.10 Commitment Fees, etc		45
2.11 Termination or Reduction of Commitments		45
2.12 Optional Prepayments		46
2.13 Mandatory Prepayments and Commitment Reductions		46
2.14 Conversion and Continuation Options		49
2.15 Minimum Amounts and Maximum Number of Eurodollar Tranches		50
2.16 Interest Rates and Payment Dates		50
2.17 Computation of Interest and Fees		50
2.18 Inability to Determine Interest Rate		51
2.19 Pro Rata Treatment and Payments		51
2.20 Requirements of Law		53
2.21 Taxes		55
2.22 Indemnity		57
2.23 Illegality		57
2.24 Change of Lending Office		58
2.25 Replacement of Lenders		58
2.26 Back-Stop Arrangements		58
2.27 Defaulting Lenders		59

SECTION 3. LETTERS OF CREDIT		61

3.1 L/C Commitment		61
3.2 Procedure for Issuance of Letter of Credit		62
3.3 Fees and Other Charges		62
3.4 L/C Participations		63
3.5 Reimbursement Obligation of the Borrower		64


	Page

3.6 Obligations Absolute		64
3.7 Letter of Credit Payments		65
3.8 Applications		65
3.9 Lender Defaults		65

SECTION 4. REPRESENTATIONS AND WARRANTIES		65

4.1 Financial Condition		65
4.2 No Change		66
4.3 Organizational Existence; Compliance with Law		66
4.4 Organizational Power; Authorization; Enforceable Obligations		66
4.5 No Legal Bar		67
4.6 No Material Litigation		67
4.7 No Default		67
4.8 Ownership of Property; Liens		67
4.9 Intellectual Property		67
4.10 Taxes		68
4.11 Federal Regulations		68
4.12 Labor Matters		68
4.13 ERISA		68
4.14 Investment Company Act; Other Regulations		69
4.15 Subsidiaries		69
4.16 Use of Proceeds		69
4.17 Environmental Matters		70
4.18 Accuracy of Information, etc.		71
4.19 Security Documents		71
4.20 Solvency		72
4.21 Senior Indebtedness		72
4.22 Regulation H		72
4.23 Gaming Laws		72
4.24 Insurance Proceeds		72

SECTION 5. CONDITIONS PRECEDENT		73

5.1 Conditions to Initial Extension of Credit		73
5.2 Conditions to Each Extension of Credit		76

SECTION 6. AFFIRMATIVE COVENANTS		76

6.1 Financial Statements		76
6.2 Certificates; Other Information		77
6.3 Payment of Obligations		78
6.4 Conduct of Business and Maintenance of Existence, etc		78
6.5 Maintenance of Property; Insurance		79
6.6 Inspection of Property; Books and Records; Discussions		79
6.7 Notices		79
6.8 Environmental Laws		80

iii


	Page

6.9 Control Agreements		80
6.10 Additional Collateral, etc.		81
6.11 Post-Closing Filings with Gaming Boards		83
6.12 Further Assurances		83

SECTION 7. NEGATIVE COVENANTS		84

7.1 Financial Condition Covenants		84
7.2 Limitation on Indebtedness		86
7.3 Limitation on Liens		88
7.4 Limitation on Fundamental Changes		91
7.5 Limitation on Disposition of Property		91
7.6 Limitation on Restricted Payments		92
7.7 Limitation on Investments		93
7.8 Limitation on Optional Payments and Modifications of Debt Instruments, etc.		95
7.9 Limitation on Transactions with Affiliates		96
7.10 Limitation on Sales and Leasebacks		96
7.11 Limitation on Changes in Fiscal Periods		96
7.12 Limitation on Negative Pledge Clauses		97
7.13 Limitation on Restrictions on Subsidiary Distributions		97
7.14 Limitation on Lines of Business		97
7.15 Limitation on Hedge Agreements		98
7.16 Limitation on Changes to Deferred Compensation Plan		98
7.17 Directors’ and Officers’ Trust		98

SECTION 8. EVENTS OF DEFAULT		98

SECTION 9. THE AGENTS		101

9.1 Appointment		101
9.2 Delegation of Duties		101
9.3 Exculpatory Provisions		101
9.4 Reliance by Agents		102
9.5 Notice of Default		102
9.6 Non-Reliance on Agents and Other Lenders		103
9.7 Indemnification		103
9.8 Agent in Its Individual Capacity		103
9.9 Successor Administrative Agent and Successor Swing Line Lender		104
9.10 Authorization to Release Liens and Guarantees and Execute SNDAs		105
9.11 The Arrangers		105
9.12 Withholding		105


	Page

SECTION 10. MISCELLANEOUS		106

10.1 Amendments and Waivers		106
10.2 Notices		108
10.3 No Waiver; Cumulative Remedies		109
10.4 Survival of Representations and Warranties		109
10.5 Payment of Expenses		109
10.6 Successors and Assigns; Participations and Assignments		110
10.7 Adjustments; Set-off		114
10.8 Counterparts		115
10.9 Severability		115
10.10 Integration		116
10.11GOVERNING LAW		116
10.12 Submission To Jurisdiction; Waivers		116
10.13 Acknowledgments		116
10.14 Confidentiality		117
10.15 Release of Collateral and Guarantee Obligations		117
10.16 Accounting Changes		118
10.17 Delivery of Lender Addenda		118
10.18WAIVERS OF JURY TRIAL		118
10.19 USA Patriot Act Notification		119
10.20 Gaming Laws and Liquor Laws		119

ANNEX:


A		Pricing Grid

SCHEDULES:


1.1(a)		List of Mortgaged Properties (Leasehold and Fee)
1.1(b)		List of Preferred Ship Mortgages
1.1(c)		List of Post-Closing Gaming Pledge Agreement Amendments
1.1(d)		List of Existing Letters of Credit
4.4		List of Outstanding Consents, Authorizations, Filings, Proceedings and Notices
4.15(a)		List of Subsidiaries (Unrestricted and Restricted and Immaterial)
4.15(b)		List of outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments
4.19(a)		UCC Financing Statements Filing Jurisdictions
4.19(b)		List of Amendments to Mortgages
7.2(d)		List of Existing Indebtedness
7.3(f)		List of Existing Liens
7.5(g)		List of Designated Assets
7.7(d)		List of Existing Investments

EXHIBITS:


A		Form of Compliance Certificate
B-1		Form of Lender Addendum
B-2		Form of New Lender Supplement
B-3		Form of Incremental Facility Activation Notice
C		Form of Mortgage
D		Form of Preferred Ship Mortgage
E		[RESERVED]
F		[RESERVED]
G		[RESERVED]
H		Form of Borrowing Notice
I-1		Form of Incremental Term Note
I-2		Form of Incremental Delayed Draw Term Note
I-3		Form of Revolving Credit Note
I-4		Form of Swing Line Note
J		Form of Exemption Certificate
K		Form of Closing Certificate
L		[RESERVED]
M		[RESERVED]
N		[RESERVED]
O		Form of Assignment and Acceptance
P		[RESERVED]
Q		Form of Declining Lender Notice

This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 2, 2011, among PINNACLE ENTERTAINMENT, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement, as Lenders, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and J.P. MORGAN SECURITIES LLC, as joint lead arrangers and joint book runners (in such capacities, the “Arrangers”), BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, DEUTSCHE BANK SECURITIES INC. and WELLS FARGO BANK, N.A., as Syndication Agents (in such capacities, the “Syndication Agents”), UBS SECURITIES LLC and CAPITAL ONE NATIONAL ASSOCIATION, as Senior Managing Agents (in such capacity, the “Senior Managing Agents”), and BARCLAYS BANK PLC (“Barclays”), as administrative agent (in such capacity, the “Administrative Agent”, it being understood and agreed that any successor administrative agent appointed pursuant toSection 9.9 hereof shall be the “Administrative Agent”).

W I T N E S S E T H:

A. The Borrower, together with and the other several lenders from time to time party thereto (the “Existing Lenders”) entered into that existing Third Amended and Restated Credit Agreement, dated as of February 5, 2010 (the “Original Credit Agreement”), as amended by (i) that certain First Amendment to the Third Amended and Restated Credit Agreement, dated as of April 28, 2010 and (ii) that certain Second Amendment to the Third Amended and Restated Credit Agreement, dated as of October 28, 2010, each by, among others, the Borrower, the lenders party thereto, and the Administrative Agent (collectively, the “Amendments”; the Original Credit Agreement, as amended by the Amendments, the “Existing Credit Agreement”), pursuant to which the Existing Lenders agreed to make certain advances to the Borrower; and

B. The Borrower has requested and the Lenders have agreed to amend and restate the Existing Credit Agreement for the purpose of, among other things, paying off the existing $375,000,000 revolving credit facility and replacing it with a $410,000,000 revolving credit facility, such that the aggregate principal amount of the available credit facilities shall be $410,000,000, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:

SECTION 1.
DEFINITIONS

1.1Defined Terms. As used in this Agreement, the terms listed in thisSection 1.1 shall have the respective meanings set forth in this Section 1.1.

“Accepting Term Loan Lender”: as defined inSection 2.13(f).

“Accounting Change”: as defined inSection 10.16.

“Act”: as defined inSection 10.19.

“Additional Extensions of Credit”: as defined inSection 10.1.

“Adjustment Date”: as defined in Annex A attached hereto.

“Administrative Agent”: as defined in the preamble hereto.

“Administrative Agent Removal”: as defined in Section9.9(a).

“Administrative Agent Resignation”: as defined in Section9.9(a).

“Affiliate”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Agents”: the collective reference to the Arrangers, the Syndication Agents, the Senior Managing Agents and the Administrative Agent.

“Aggregate Exposure”: with respect to any Lender at any time, an amount equal to the sum of (a) the amount of such Lender’s Revolving Credit Commitment then in effect or, if the Revolving Credit Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding; (b) the aggregate then unpaid principal amount of such Lender’s Incremental Term Loans, if any; (c) the aggregate then unpaid principal amount of such Lender’s Incremental Delayed Draw Term Loans, if any; and (d) the amount of such Lender’s undrawn Incremental Delayed Draw Term Commitments, if any.

“Aggregate Exposure Percentage”: with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the sum of the Aggregate Exposures of all Lenders at such time.

“Agreement”: this Fourth Amended and Restated Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“Amendments”: as defined in the recitals.

“Annualized Adjusted EBITDA”: for any period, for the Borrower and its Restricted Subsidiaries, Consolidated EBITDA for such periodplus (a) to the extent deducted in arriving at Consolidated EBITDA for such period, non-cash write downs to goodwill required by Financial Accounting Standards Board Statement No. 142, and any non-cash reductions to the value of the assets of the Borrower and its Restricted Subsidiaries required by Financial Accounting Standards Board Statement No. 121 or No. 144,plus (b) the Foreign Subsidiary Receipts that were (x) received during such period by the Borrower or any Restricted Subsidiary and (y) irrevocably designated during such period as Reclassified Foreign Subsidiary Receipts;provided, that for any period ending on or

after the last day of the first full fiscal quarter of operations following the date of the opening of any Project and ending on or before the last day of the fourth full fiscal quarter following such opening, that portion of Consolidated EBITDA which is attributable to the applicable Project shall be included only for the period consisting of the full fiscal quarters since the date of such Project’s opening, annualized on a straight-line basis;provided, that for purposes of calculating Annualized Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for any period, (i) the Consolidated EBITDA of any Person or operating gaming business or any other business not prohibited bySection 7.14 hereof acquired by the Borrower or its Restricted Subsidiaries during such period shall be included on apro formabasis for such period (as if the consummation of such acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred on the first day of such period) if the consolidated balance sheet of such acquired Person or business and its consolidated Subsidiaries as at the end of the period preceding the acquisition of such Person and the related consolidated statements of income and stockholders’ equity and of cash flows for the period in respect of which Consolidated EBITDA is to be calculated (x) have been previously provided to the Administrative Agent and the Lenders and (y) either (1) have been reported on without a qualification arising out of the scope of the audit by independent certified public accountants of nationally recognized standing or (2) have been found acceptable by the Administrative Agent; and (ii) the Consolidated EBITDA of any Person Disposed of by the Borrower or its Restricted Subsidiaries during such period shall be excluded for such period (as if the consummation of such Disposition and the repayment of any Indebtedness in connection therewith occurred on the first day of such period).

“Applicable Margin”: for each Type of Loan under the Revolving Credit Facility, the rate per annum over the Base Rate or Eurodollar Rate, as applicable, set forth in the relevant column heading on Annex A. For each Type of Loan under each Incremental Facility established pursuant to this Agreement, the rate per annum over the Base Rate or Eurodollar Rate, as applicable, set forth in the Incremental Facility Activation Notice with respect to such Incremental Facility.

“Application”: an application, in such form as the relevant Issuing Lender may specify from time to time, requesting such Issuing Lender to issue a Letter of Credit.

“Arrangers”: as defined in the preamble hereto.

“Asset Sale”: any Disposition of Property or series of related Dispositions of Property (excluding any such Disposition permitted by clause (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (o) and (p) ofSection 7.5) which yields gross proceeds to the Borrower or any of its Restricted Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds), in excess of $5,000,000.

“Assignee”: as defined inSection 10.6(c).

“Assignment and Acceptance”: an agreement pursuant to which a Lender becomes a party to this Agreement, substantially in the form ofExhibit O, or another form reasonably acceptable to Administrative Agent.

“Assignor”: as defined inSection 10.6(c).

“Atlantic City Entities”: PNK Development 13, LLC, ACE Gaming, LLC, Mitre Associates, LLC, Brighton Park Maintenance Corp., AREP Boardwalk Properties LLC, PSW Properties LLC, and AREH MLK LLC.

“Atlantic City Property”: the approximately 19 acres of land located in Atlantic City, New Jersey, owned by one or more of the Atlantic City Entities, including all adjacent and adjoining land along the Boardwalk.

“Available Incremental Delayed Draw Term Commitment”: with respect to any Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Incremental Delayed Draw Term Commitment, if any, then in effectover (b) such Lender’s Incremental Delayed Draw Term Loans then outstanding.

“Available Revolving Credit Commitment”: with respect to any Revolving Credit Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Credit Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding;provided, that in calculating any Lender’s Revolving Extensions of Credit for the purpose of determining such Lender’s Available Revolving Credit Commitment pursuant toSection 2.10(a), the aggregate principal amount of Swing Line Loans then outstanding shall be deemed to be zero.

“Back-Stop Arrangements”: collectively, the Letter of Credit Back-Stop Arrangements and the Swing Line Back-Stop Arrangements.

“Base Rate”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such dayplus¹/2 of 1% and (c) the sum of the Eurodollar Rate for such day assuming a one-month Interest Period and 1.00%. For purposes hereof: “Prime Rate” shall mean the prime lending rate as set forth on the British Banking Association Telerate Page 5 (or such other comparable page as may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rate), as in effect from time to time. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate (assuming a one-month Interest Period) shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate (assuming a one-month Interest Period), respectively.

“Base Rate Loans”: Loans for which the applicable rate of interest is based upon the Base Rate.

“Baton Rouge Project”: the casino and related developments to be located on land in Baton Rouge, Louisiana.

“Benefited Lender”: as defined inSection 10.7(a).

“Biloxi Property”: the Casino Magic Biloxi hotel and river-boat casino, which was located in Biloxi, Mississippi.

“Board”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower”: as defined in the preamble hereto.

“Borrowing Date”: any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

“Borrowing Notice”: with respect to any request for borrowing of Loans hereunder, a written notice from the Borrower, substantially in the form of, and containing the information prescribed by,Exhibit H, delivered to the Administrative Agent.

“Business Day”: (a) for all purposes other than as covered by clause (b) below, a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close and (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, any day which is a Business Day described in clause (a) and which is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

“Cabela’s Real Estate Purchase Agreement”: that certain Real Estate Purchase Agreement, dated as of March 7, 2005, by and between PNK (Reno), LLC, a Nevada limited liability company, as seller, and Cabela’s Retail, Inc., a Nebraska corporation, as purchaser, as amended by that certain (a) First Amendment to Real Estate Purchase Agreement, dated as of May 2, 2005, (b) Second Amendment to Real Estate Purchase Agreement, dated as of June 2, 2005, and (c) Third Amendment to Real Estate Purchase Agreement, dated as of July 5, 2005, as the same may be further amended or amended and restated from time to time.

“Cabela’s Transaction”: the disposition and development of the Cabela’s Transaction Property by PNK (Reno), LLC and Cabela’s Retail, Inc., as more particularly described in the Cabela’s Real Estate Purchase Agreement and the Cabela’s Truck Stop Purchase Agreement.

“Cabela’s Transaction Property”: collectively, (a) approximately thirty-eight (38) acres of unimproved real property located in the City of Reno, County of Washoe, Nevada, as more particularly described in the Cabela’s Real Property Purchase Agreement, and (b) approximately two (2) acres of real property in the City of Reno, County of Washoe, Nevada on which PNK (Reno), LLC operates a truck stop, as more particularly described in the Cabela’s Truck Stop Purchase Agreement.

“Cabela’s Truck Stop Purchase Agreement”: that certain Truck Stop Purchase Agreement, dated as of March 7, 2005, by and between PNK (Reno), LLC, a Nevada limited liability company, as seller, and Cabela’s Retail, Inc., a Nebraska corporation, as purchaser, as amended by that certain (a) First Amendment to Truck Stop Purchase Agreement, dated as of May 2, 2005, (b) Second Amendment to Trust Stop Purchase Agreement, dated as of June 2, 2005, and (c) Third Amendment to Truck Stop Purchase Agreement, dated as of July 5, 2005, as the same may be further amended or amended and restated from time to time.

“Capital Expenditures”: for any period, with respect to any Person, the aggregate of all expenditures by such Person for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) which are required to be capitalized under GAAP on a balance sheet of such Person.

“Capital Lease Obligations”: with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP; and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. Notwithstanding the foregoing and Section 10.16, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) classified as a capital lease under GAAP as in effect on the Effective Date, shall not be treated as a capital lease solely as a result of the adoption of changes in GAAP.

“Capital Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“Cash”: all monetary items treated as cash in accordance with GAAP, consistently applied.

“Cash Equivalents”: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States or issued by FNMA, FHLMC or FFCB, in each case maturing within one year from the date of acquisition; (b) corporate notes issued by domestic corporations that are rated at least A by S&P or A by Moody’s, in each case maturing within one year from the date of acquisition; (c) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States Government; (d) commercial paper of a domestic issuer rated at least A-1 by S&P or P-1 by Moody’s, maturing within six months of the date of acquisition; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) auction rate securities including taxable municipals, taxable auction notes, and money market preferred;provided, that the availability of principal, credit quality, and “reset period” are consistent with clause (b) of this definition; and (h) shares of money market mutual or similar funds which invest primarily in assets satisfying the requirements of clauses (a) through (g) of this definition.

“Change of Control”: the occurrence of any of the following events: (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), shall become, or obtain rights (whether by means or warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 30% of the outstanding common stock of the Borrower; (b) the board of directors of the Borrower shall cease to consist of a majority of Continuing Directors; (c) the Borrower shall cease, other than pursuant to or as a result of a transaction not otherwise prohibited by this Agreement, to own and control, of record and beneficially, directly or indirectly, 100% of each class of outstanding Capital Stock of the Restricted Subsidiaries listed onSchedule 4.15(a) attached hereto free and clear of all consensual Liens (except Liens created by the Security Documents or this Agreement); or (d) a Specified Change of Control.

“Code”: the Internal Revenue Code of 1986, as amended from time to time.

“Collateral”: all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

“Collateral Proceeds”: as defined inSection 2.13(f).

“Commitment”: with respect to any Lender, each of the Revolving Credit Commitment, Incremental Term Loan Commitment and the Incremental Delayed Draw Term Commitment, if any, of such Lender.

“Commitment Fee Rate”: with respect to the Revolving Credit Commitment, the percentage per annum set forth in Annex A.

“Commonly Controlled Entity”: an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.

“Completion of Construction”: as to any Project, shall be deemed to have occurred when the items on the Construction Plans for such Project have been substantially completed except for punch list items.

“Compliance Certificate”: a certificate duly executed by a Responsible Officer, substantially in the form ofExhibit A.

“Condo Component”: residential housing or mixed-use/retail development or developments within downtown City of St. Louis to be developed in connection with the LumièreProperty, or in Baton Rouge, Louisiana to be developed in connection with the L’Auberge Baton Rouge Property.

“Condo Information Package”: as defined inSection 6.2(g).

“Consolidated Current Assets”: of any Person at any date, all amounts (other than Cash, Cash Equivalents and deferred tax accounts) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of such Person and its Subsidiaries at such date.

“Consolidated Current Liabilities”: of any Person at any date, all amounts (other than deferred tax accounts) that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of such Person and its Subsidiaries at such date, but excluding, with respect to the Borrower, (a) the current portion of any Funded Debt of the Borrower and its Subsidiaries and (b), without duplication, all Indebtedness consisting of Revolving Credit Loans or Swing Line Loans, to the extent otherwise included therein.

“Consolidated EBITDA”: of any Person for any period, Consolidated Net Income of such Person and its Subsidiaries that are Restricted Subsidiaries for such periodplus, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) Consolidated Interest Expense of such Person and its Subsidiaries that are Restricted Subsidiaries, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness, (c) depreciation and amortization expense, (d) amortization and write-off of intangibles (including, but not limited to, goodwill) and organization costs, (e) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, losses on sales of assets outside of the ordinary course of business), (f) pre-opening and related promotional expenses incurred in connection with any Project, (h) any other non-cash charges, and (i) any amount expended towards the development of businesses not prohibited bySection 7.l4, in an amount not to exceed $10,000,000 in any fiscal yearminus, without duplication and to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income (except to the extent deducted in determining Consolidated Interest Expense), (b) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on sales of assets outside of the ordinary course of business, but not including business interruption insurance proceeds), and (c) any other non-cash income, all as determined on a consolidated basis.

“Consolidated Interest Coverage Ratio”: for any period, the ratio of (a) Annualized Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for such period to (b) Consolidated Interest Expense for such period.

“Consolidated Interest Expense”: for any period, (a) total interest expense for such period determined in accordance with GAAP (including that attributable to Capital Lease Obligations) of the Borrower and its Restricted Subsidiaries for such period with respect to all outstanding Indebtedness of the Borrower and its Restricted Subsidiaries (including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Hedge Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP) minus (b) to the extent included in calculating interest expense pursuant to clause (a), amortization of capitalized interest and debt issuance costs for such period determined in accordance with GAAPplus (c) interest required to be capitalized during such period in accordance with GAAP.

“Consolidated Net Income”: of any Person for any period, the consolidated net income (or loss) of such Person and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP;provided, that in calculating Consolidated Net Income of the Borrower and its consolidated Subsidiaries for any period, there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary;providedfurther, that in calculating Consolidated Net Income of the Borrower and its Subsidiaries for such period (i) any business interruption insurance received or expected to be received and included in the calculation of Consolidated Net Income in accordance with GAAP for such period shall be excluded from Consolidated Net Income and (ii) there shall be included in Consolidated Net Income for such fiscal quarter the Estimated Business Interruption Insurance;providedfurther, that in calculating Consolidated Net Income of the Borrower and its Subsidiaries for any period, there shall be excluded from Consolidated Net Income any impairment charge taken as a result of any insured loss in such period and any portion of the Consolidated Net Income (in an amount not to exceed the amount of such impairment charge) which relates to casualty or property insurance received or to be received with respect to the same insured loss and included in the calculations of Consolidated Net Income in accordance with GAAP for such period.

“Consolidated Senior Secured Debt”: at any date, all Consolidated Total Debt as of such date that is secured by a Lien on any Property of the Borrower and/or any of its Restricted Subsidiaries.

“Consolidated Senior Secured Debt Ratio”: as of the last day of any period of four consecutive fiscal quarters, the ratio of (a) Consolidated Senior Secured Debt less Excess Cash on such day to (b) Annualized Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for such period.

“Consolidated Total Debt”: at any date, the aggregate principal amount of all Indebtedness (including the undrawn amounts under letters of credit) of the Borrower and its Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP, except that notwithstanding the foregoing and Section 10.16, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) classified as a capital lease under GAAP as in effect on the Effective Date, shall not be treated as a capital lease solely as a result of the adoption of changes in GAAP;provided,however, that (a) with respect to the Indebtedness permitted underSection 7.2(j), such Indebtedness is only included for purposes of this definition to the extent (if at all) that on such date the amount of such Indebtedness is greater than the market value of the assets held in the Rabbi Trust in connection with the Deferred Compensation Plan by an amount that exceeds $10,000,000; and (b) Consolidated Total Debt shall not include any Indebtedness that is a long term liability arising solely as a result of lease payments which, pursuant to the lease with respect to the River City Property, are not required to be paid in cash until after the opening of the River City Property for business;provided, that the maximum aggregate amount excluded in this clause (b) shall not exceed $15,000,000.

“Consolidated Total Leverage Ratio”: as of the last day of any period of four consecutive fiscal quarters, the ratio of (a) Consolidated Total Debt less Excess Cash on such day to (b) Annualized Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for such period.

“Consolidated Working Capital”: at any date, the difference of (a) Consolidated Current Assets of the Borrower on such date less (b) Consolidated Current Liabilities of the Borrower on such date.

“Construction Budget”: the budget setting forth the costs for construction of any Project, as such budget may be amended, updated, supplemented, restated and/or modified at anytime and from time to time.

“Construction Plans”: the construction plans and drawings for any Unfinished Project, as such construction plans may be amended, updated, supplemented, restated and/or modified at anytime and from time to time.

“Continuing Directors”: the directors of the Borrower on the Effective Date, and each other director of the Borrower, if, in each case, such other director’s nomination for election to the board of directors of the Borrower is recommended by at least a majority of the then Continuing Directors.

“Contractual Obligation”: 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 Investment Affiliate”: as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

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

“Declined Term Amount”: as defined inSection 2.13(f).

“Declining Lender Notice”: as defined inSection 2.13(f).

“Declining Term Loan Lender”: as defined inSection 2.13(f).

“Default”: any of the events specified inSection 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Defaulting Lender”: any Lender that (a) has failed to perform its obligation to fund any portion of its Loans (or participations in respect of Letters of Credit or Swing Line Loans) within three (3) Business Days of the date required to be funded by it hereunder, unless such obligation is the subject of a good faith dispute as to which such Lender has delivered to the Borrower and the Administrative Agent a written notice setting forth in reasonable detail the basis for such dispute; (b) has notified the Borrower, the Administrative Agent or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement that it does not intend to comply with its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit; (c) has failed, within three (3) Business Days after written request by the Administrative Agent, to confirm in a manner reasonably satisfactory to the Administrative Agent, the Issuing Lenders and the Swing Line Lenders that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans (or participations in respect of Letters of Credit or Swing Line Loans), (d) otherwise has failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute as to which such Lender has delivered to the Borrower and the Administrative Agent a written notice setting forth in reasonable detail the basis for such dispute, or (e) has, or has a direct or indirect parent company that has (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment;provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in such Lender or any direct or indirect parent company thereof by a Governmental Authority. A Lender that has become a Defaulting Lender because of an event referenced in this definition may cure such status and shall no longer constitute a Defaulting Lender as provided in the last paragraph ofSection 2.27.

“Deferred Compensation Plan”: that certain Pinnacle Entertainment, Inc. Executive Deferred Compensation Plan, as amended and restated effective January 1, 2011, as it may be further amended, modified or supplemented from time to time, and the 2008 Amended and Restated Pinnacle Entertainment, Inc. Directors Deferred Compensation Plan,as it may be further amended, modified or supplemented from time to time.

“Derivatives Counterparty”: as defined inSection 7.6.

“Designated Asset Sale”: any Disposition of any of the assets listed onSchedule 7.5(g) attached hereto.

“Directors’ and Officers’ Trust”: an irrevocable grantor trust holding funds deposited by the Borrower to fund indemnification obligations to directors and officers of the Borrower and its Subsidiaries.

“Disposition”: with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof; and the terms “Dispose”, “Disposed” and “Disposed of” shall have correlative meanings.

“Dollars” and “$”: lawful currency of the United States of America.

“Domestic”: as to any Subsidiary, a Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States of America.

“Effective Date”: August 2, 2011.

“Environmental Laws”: any and all laws, rules, orders, regulations, statutes, ordinances, guidelines, codes, decrees, or other legally enforceable requirements (including, without limitation, common law) of any international authority, foreign government, the United States, or any state, local, municipal or other governmental authority, regulating, relating to or imposing liability or standards of conduct concerning protection of the environment or of human health, or employee health and safety, as has been, is now, or may at any time hereafter be, in effect.

“Environmental Permits”: any and all permits, licenses, approvals, registrations, notifications, exemptions and other authorizations required under any Environmental Law.

“ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Estimated Business Interruption Insurance”: the amount (determined in good faith by senior management of the Borrower) of business interruption insurance the Borrower expects to collect in any applicable period;provided, that with respect to damage to any Property, such amount shall not exceed the sum of (i) the historical quarterly Consolidated EBITDA for the previous four quarters for such Property ending prior to the date the damage occurred (or annualized if such Property has less than four full quarters of operations), and (ii) the amount of business interruption insurance not reflected in clause (i) that the Borrower expects to collect as a reimbursement in respect of other expenses incurred at such Property with respect to such period (provided that the amount included pursuant to this clause (ii) shall not exceed the amount of the other expenses incurred at such Property that are actually included in calculating Consolidated Net Income for such fiscal period).

“Eurocurrency Reserve Requirements”: for any day, the aggregate (without duplication) of the maximum rates (expressed as a decimal or a fraction) of reserve requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

“Eurodollar Base Rate”: with respect to each day during each Interest Period, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on Page 3750 of the Telerate screen (or otherwise on such screen), the “Eurodollar Base Rate” for purposes of this definition shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent.

“Eurodollar Loans”: Loans for which the applicable rate of interest is based upon the Eurodollar Rate.

“Eurodollar Rate”: with respect to each day during each Interest Period, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):


		Eurodollar Base Rate

		1.00 — Eurocurrency Reserve Requirements

“Eurodollar Tranche”: the collective reference to Eurodollar Loans the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“Event of Default”: any of the events specified inSection 8,provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Excess Cash”: as of any date, an amount (but not less than zero) equal to (a) the total unrestricted Cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries as of such dateminus (b) the Minimum Cash Requirement as of such date,minus (c) any amounts outstanding under the Revolving Credit Facility as of such date.

“Excess Cash Flow”: for any fiscal year of the Borrower, the difference, if any, of (a) the sum, without duplication, of (i) Consolidated Net Income of the Borrower and its Restricted Subsidiaries for such fiscal year, (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income, (iii) the amount of the decrease, if any, in Consolidated Working Capital of the Borrower and its Restricted Subsidiaries for such fiscal year, (iv) the aggregate net amount of non-cash loss on the Disposition of Property by the Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income, (v) the net increase during such fiscal year (if any) in deferred tax accounts of the Borrower and its Restricted Subsidiaries, and (vi) all business interruption insurance actually received in Cash during such fiscal year by the Borrower and its Restricted Subsidiariesminus (b) the sum, without duplication, of (i) the amount of all non-cash credits included in arriving at such Consolidated Net Income (including non-cash credits received from business interruption insurance), (ii) the aggregate amount actually paid by the Borrower and its Restricted Subsidiaries in Cash during such fiscal year on account of Capital Expenditures (minus, if there is no Unfinished Projects during such fiscal year, the principal amount of

Indebtedness incurred during such fiscal year in connection with such expenditures andminus the amount of any such expenditures financed with the proceeds of any Reinvestment Deferred Amount), (iii) the aggregate amount of all prepayments of Revolving Credit Loans and Swing Line Loans during such fiscal year to the extent accompanying permanent optional reductions of the Revolving Credit Commitments and all optional prepayments of the Incremental Term Loans and the Incremental Delayed Draw Term Loans during such fiscal year, (iv) the aggregate amount of all regularly scheduled principal payments of Funded Debt (including, without limitation, the Incremental Term Loans and the Incremental Delayed Draw Term Loans) of the Borrower and its Restricted Subsidiaries made during such fiscal year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), (v) the amount of the increase, if any, in Consolidated Working Capital of the Borrower and its Restricted Subsidiaries for such fiscal year, (vi) the aggregate net amount of gain on all Dispositions of Property by the Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income, (vii) the net decrease during such fiscal year (if any) in deferred tax accounts of the Borrower and its Restricted Subsidiaries and (viii) the Estimated Business Interruption Insurance.

“Excess Cash Flow Application Date”: as defined inSection 2.13(d).

“Existing Credit Agreement”: as defined in the recitals.

“Existing Lenders”: as defined in the recitals.

“Existing Letters of Credit”: the letters of credit set forth on Schedule 1.1(d).

“Existing Senior Unsecured Obligations”: the $450,000,000 8.625% Senior Notes due 2017 of the Borrower issued pursuant to the Indenture dated as of August 10, 2009 among the Borrower, the initial guarantors referred to therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, as further amended from time to time.

“Existing Subordinated Obligations”: (a) the $385,000,000 7.50% Senior Subordinated Notes due 2015 of the Borrower issued pursuant to the Indenture dated as of June 8, 2007 among the Borrower, the initial guarantors referred to therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, as further amended from time to time and (b) the $350,000,000 8.75% Senior Subordinated Notes due 2020 of the Borrower issued pursuant to the Indenture dated as of May 6, 2010 among the Borrower, the initial guarantors referred to therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, as further amended from time to time.

“Existing Unsecured Obligations”: the Existing Senior Unsecured Obligations and the Existing Subordinated Obligations.

“Expenses”: with regards to any Unfinished Project, the aggregate costs and expenses (including construction costs, design, FF&E, soft costs, pre-opening and promotional costs) expended in the construction and development of such Project in accordance with the applicable Construction Plans and the applicable Construction Budget.

“Facility”: each of the Revolving Credit Facility, each Incremental Revolving Facility, each Incremental Term Facility and each Incremental Delayed Draw Term Facility.

“Fair Value Determination”: with respect to any Disposition of Property, a determination by the management of the Borrower, that such Disposition, taking into account all current consideration and direct and indirect future benefits anticipated to be received by the Borrower and its Subsidiaries in connection with such Disposition, is a reasonable and good faith exercise of business judgment.

“Federal Funds Effective Rate”: for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Financial Condition Covenants”: the covenants of the Borrower set forth inSection 7.1.

“Foreign”: as to any Subsidiary, a Subsidiary of the Borrower that is not a Domestic Subsidiary.

“Foreign Subsidiary Receipts”: any dividend, distribution, payment, reimbursement or other amounts received in Cash from any Foreign Unrestricted Subsidiary of the Borrower by the Borrower or any Restricted Subsidiary.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the Issuing Lenders, such Defaulting Lender’s Revolving Credit Percentage of the outstanding L/C Obligations other than L/C Obligations as to which (i) such Defaulting Lender’s participation obligation has been reallocated pursuant toSection 2.27(d), or (ii) Letter of Credit Back Stop Arrangements shall have been provided in accordance withSection 3.9, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Revolving Credit Percentage of Swing Line Loans other than Swing Line Loans as to which (i) such Defaulting Lender’s participation obligation has been reallocated pursuant toSection 2.27(d), or (ii) Swing Line Back-Stop Arrangements shall have been provided in accordance withSection 2.7.

“Funded Debt”: with respect to any Person, all Indebtedness of such Person of the types described in clauses (a) through (e) of the definition of “Indebtedness” in this Section, excluding any Indebtedness described inSection 7.2(j).

“Funding Office”: the office specified from time to time by the Administrative Agent as its funding office by notice to the Borrower and the Lenders.

“GAAP”: generally accepted accounting principles in the United States of America as in effect from time to time, except that for purposes ofSection 7.1 and subject toSection 10.16, GAAP shall be determined on the basis of such principles used in the preparation of the December 31, 2010 audited financial statements.

“Gaming Board”: collectively, (a) the California Attorney General (acting pursuant to the California Gambling Control Act), (b) the Nevada Gaming Commission, (c) the Nevada State Gaming Control Board, (d) the Indiana Gaming Commission, (e) the Mississippi Gaming Commission, (f) the Louisiana Gaming Control Board, (g) the Missouri Gaming Commission, (h) the Ohio State Racing Commission, (i) the Ohio Lottery Commission, and (j) any other Governmental Authority that holds regulatory, licensing or permit authority over gambling, gaming or casino activities conducted or proposed to be conducted by the Borrower and its Subsidiaries.

“Gaming Laws”: all Laws pursuant to which any Gaming Board possesses regulatory, licensing or permit authority over gambling, gaming or casino activities conducted by the Borrower and its Subsidiaries.

“Gaming License”: in any jurisdiction in which the Borrower or any of its Subsidiaries conducts or proposes to conduct any casino and gaming business or activities, any license, permit or other authorization to conduct gaming activities that is granted or issued by the applicable Gaming Board for such business activities.

“Governmental Authority”: any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including, without limitation, the Gaming Boards and Liquor Authorities.

“Guarantee Obligation”: as to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit), if to induce the creation of such obligation of such other Person the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof;provided,however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“Guarantors”: the collective reference to the Subsidiary Guarantors.

“Hedge Agreements”: all interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity contracts or similar arrangements entered into by the Borrower or its Subsidiaries providing for protection against fluctuations in interest rates, currency exchange rates, commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies.

“Hotel Agreements”: (a) a franchise/license agreement, a management agreement and other related agreements (including an information technology agreement), by the Borrower or its Restricted Subsidiary in connection with operation and management of the hotel that is part of the Lumière Property, in the form of the customary franchise or management agreement for the applicable franchisor or manager or such other form as shall be reasonably acceptable to the Administrative Agent; and (b) the other franchise/license agreements, management agreements and other related agreements, including, without limitation, information technology agreements, entered into by the Borrower or its Restricted Subsidiaries in connection with the operation and management of an existing hotel, or a hotel to be built as part of any potential development project of the Borrower or its Restricted Subsidiaries, in the form of the customary franchise or management agreement for the applicable franchisor or manager or such other form as shall be reasonably acceptable to the Administrative Agent.

“Immaterial Subsidiaries”: any Subsidiary of the Borrower or its Restricted Subsidiaries that does not (i) hold or own assets with an aggregate net book value of greater than $10,000,000 and (ii) hold any Gaming Licenses.

“Incremental Delayed Draw Term Commitment”: as to any Lender a Commitment to make an Incremental Delayed Draw Term Facility.

“Incremental Delayed Draw Term Commitment Period”: with respect to any Incremental Delayed Draw Term Facility, the commitment period for such Incremental Delayed Draw Term Facility.

“Incremental Delayed Draw Term Facilities”: as defined inSection 2.8(a).

“Incremental Delayed Draw Term Lender”: each Lender that has an Incremental Delayed Draw Term Commitment or that is the holder of Incremental Delayed Draw Term Loans.

“Incremental Delayed Draw Term Loans”: Incremental Loans under an Incremental Delayed Draw Term Facility.

“Incremental Delayed Draw Term Maturity Date”: for any Incremental Delayed Draw Term Loan, the maturity date for such Incremental Delayed Draw Term Loan as set forth in the applicable Incremental Facility Activation Notice (or such earlier date on which such Incremental Delayed Draw Term Loan becomes due and payable pursuant toSection 8).

“Incremental Delayed Draw Term Percentage”: as to any Incremental Delayed Draw Term Lender at any time, the percentage which the sum of such Lender’s unfunded Incremental Delayed Draw Term Commitmentplus the aggregate principal amount of such Lender’s Incremental Delayed Draw Term Loans then outstanding constitutes of the sum of the aggregate unfunded Incremental Delayed Draw Term Commitments and the aggregate principal amount of the Incremental Delayed Draw Term Loans then outstanding.

“Incremental Delayed Draw Term Note”: as described inSection 2.9(e).

“Incremental Facilities”: as defined inSection 2.8(a).

“Incremental Facility Activation Notice”: a notice substantially in the form ofExhibit B-3.

“Incremental Facility Amendments”: as defined inSection 2.8(a).

“Incremental Facility Effective Date”: as defined inSection 2.8(a).

“Incremental Loans”: additional Loans or Additional Extensions of Credit made pursuant to any Incremental Facility.

“Incremental Revolving Credit Commitments”: as defined inSection 2.8(a).

“Incremental Revolving Facilities”: as defined inSection 2.8(a).

“Incremental Revolving Facility Commitment”: as to any Lender a Commitment to make an Incremental Revolving Facility.

“Incremental Revolving Loans”: Incremental Loans under an Incremental Revolving Facility.

“Incremental Term Commitment”: as to any Lender a Commitment to make an Incremental Term Facility.

“Incremental Term Facilities”: as defined inSection 2.8(a).

“Incremental Term Lender”: each Lender that has an Incremental Term Commitment or that is the holder of Incremental Term Loans.

“Incremental Term Loans”: Incremental Loans under an Incremental Term Facility.

“Incremental Term Maturity Date”: for any Incremental Term Loan, the maturity date for such Incremental Term Loan as set forth in the applicable Incremental Facility Activation Notice (or such earlier date on which such Incremental Term Loan becomes due and payable pursuant toSection 8).

“Incremental Term Note”: as described inSection 2.9(e).

“Incremental Term Percentage”: as to any Incremental Term Lender at any time, the percentage which such Lender’s Term Loans then outstanding constitutes of the aggregate principal amount of the Term Loans then outstanding.

“Indebtedness”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money (other than chip and token liability incurred in the ordinary course of such Person’s business), (b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables and accrued expenses that are current liabilities), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above; (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and (j) for the purposes ofSection 8(e) only, all obligations of such Person in respect of Hedge Agreements.

“Indemnified Liabilities”: as defined inSection 10.5.

“Indemnitee”: as defined inSection 10.5.

“Indentures”: collectively, the Senior Subordinated Indentures and the Senior Unsecured Indentures.

“Indiana Power of Attorney”: a power of attorney required, pursuant to applicable Requirements of Law, to be entered into by the Borrower or any of its Restricted Subsidiaries by the Indiana Gaming Commission.

“Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Insolvent”: pertaining to a condition of Insolvency.

“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Interest Payment Date”: (a) as to any Base Rate Loan, the last day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or shorter, the last day of such Interest Period, and (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period.

“Interest Period”: as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto;provided, that all of the foregoing provisions relating to Interest Periods are subject to the following:

(a) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(b) any Interest Period that would otherwise extend beyond the Revolving Credit Termination Date or beyond the date final payment is due on any Incremental Term Loans or Incremental Delayed Draw Term Loans, as the case may be, shall end on the Revolving Credit Termination Date or such due date, as applicable; and

(c) 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.

“Investments”: as defined inSection 7.7.

“Issuing Lender”: (a) Barclays Bank PLC and (b) any other Revolving Credit Lender from time to time designated by the Borrower as an Issuing Lender with the consent of such Revolving Credit Lender and notice to the Administrative Agent, subject to Section 9.9(c) hereof, as applicable.

“L/C Commitment”: $75,000,000.

“L/C Fee Payment Date”: the last day of each March, June, September and December and the Revolving Credit Termination Date.

“L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant toSection 3.5.

“L/C Participants”: with respect to any Letter of Credit, the collective reference to all the Revolving Credit Lenders other than the Issuing Lender that issued such letter of Credit.

“L’Auberge Baton Rouge Property”: the complex known as L’Auberge Casino and Hotel located in Baton Rouge, Louisiana.

“Laws”: collectively, all international, foreign, federal, state and local statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents, including, without limitation, Gaming Laws.

“Lender Addendum”: with respect to any initial Lender, a Lender Addendum, substantially in the form ofExhibit B-1, to be executed and delivered by such Lender on the Effective Date as provided inSection 10.17.

“Lenders”: collectively, the Revolving Credit Lenders, the Incremental Term Lenders, if any, and the Incremental Delayed Draw Term Lenders, if any, and includes the Issuing Lenders (unless the context otherwise requires).

“Letter of Credit Back-Stop Arrangements”: as defined inSection 3.9.

“Letters of Credit”: as defined inSection 3.1(a).

“License Revocation”: the revocation, failure to renew, suspension of, refusal to issue, or the appointment of a receiver, supervisor or similar official with respect to, any Gaming License covering any present or reasonably proposed casino or gaming facility of the Borrower or any Restricted Subsidiary.

“Lien”: any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“Liquor Authorities”: in any jurisdiction in which the Borrower or any of its Subsidiaries sells and/or distributes beer, wine or liquor, or proposes to sell and/or distribute beer, wine or liquor, the applicable alcoholic beverage commission or other Governmental Authority responsible for interpreting, administering or enforcing the Liquor Laws.

“Liquor Laws”: the laws, rules, regulations and orders applicable to or involving the sale and/or distribution of beer, wine or liquor by the Borrower or any of its Subsidiaries in any jurisdiction, as in effect from time to time, including the policies, interpretations or administration thereof by the applicable Liquor Authorities.

“Liquor License”: in any jurisdiction in which the Borrower or any of its Subsidiaries sells and/or distributes beer, wine or liquor, or proposes to sell and/or distribute beer, wine or liquor, any license, permit or other authorization to sell and distribute beer, wine or liquor that is granted or issued by the Liquor Authorities.

“Loan”: any loan made by any Lender pursuant to this Agreement.

“Loan Documents”: this Agreement, the Subsidiary Guaranty, the Security Documents, the Applications and the Notes.

“Loan Parties”: the Borrower and each Subsidiary of the Borrower that is a party to a Loan Document.

“Lumière Property”: the complex known as Lumière Place located in downtown St. Louis, Missouri, including the Lumière Place Casino and the Four Seasons Hotel St. Louis.

“Madison House Lease”: that certain Lease dated December 18, 2000, by and between Madison House Group, L.P., a New Jersey limited partnership, and Greate Bay Hotel and Casino, Inc. (a predecessor to ACE Gaming, LLC, a subsidiary of the Borrower), a New Jersey corporation, for the Madison House Hotel located in Atlantic City, New Jersey (which was collaterally assigned on December 26, 2000 by Madison House Group, L.P. to Crown Mortgage Company, pursuant to the Collateral Assignment of Lease dated as of that date), as may be amended, extended, renewed, supplemented, restated, amended and restated or otherwise modified from time to time.

“Majority Facility Lenders”: with respect to (a) the Revolving Credit Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Total Revolving Extensions of Credit outstanding under the Revolving Credit Facility (or, prior to any termination of the Revolving Credit Commitments, the holders of more than 50% of the Total Revolving Credit Commitments); (b) any Incremental Term Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Incremental Term Loans outstanding under such Incremental Term Facility; (c) any Incremental Delayed Draw Term Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Incremental Delayed Draw Term Loans and unfunded Incremental Delayed Draw Term Commitments under such Incremental Delayed Draw Term Facility; or (d) any Incremental Revolving Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Incremental Revolving Loans and unfunded Incremental Revolving Facility Commitments under such Incremental Revolving Facility.

“Majority Revolving Credit Facility Lenders”: the Majority Facility Lenders in respect of the Revolving Credit Facility.

“Material Adverse Effect”: a material adverse effect on (a) the business, assets, property or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole, (b) the validity or enforceability of this Agreement, the Subsidiary Guarantee, the Notes, the Security Documents (including amendments thereto), taken as a whole, or the other Loan Documents (including amendments thereto), taken as a whole, or the rights or remedies of the Agents or the Lenders under this Agreement, the Subsidiary Guarantee, the Notes, the Security Documents (including amendments thereto), taken as a whole, or the other Loan Documents (including amendments thereto), taken as a whole, or (c) on the ability of the Borrower and the Loan Parties to fulfill their obligations under the Loan Documents.

“Materials of Environmental Concern”: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity, and any other substances or forces of any kind, whether or not any such substance or force is defined as hazardous or toxic under any Environmental Law, that is regulated pursuant to or could give rise to liability under any Environmental Law.

“Maximum Foreign Subsidiary Investment Amount”: as of any date of determination, the sum of (a) $1,500,000;plus (b) all amounts received by the Borrower or any Restricted Subsidiary as Foreign Subsidiary Receipts after January 1, 2011 through such date of determination,minus (c) all Reclassified Foreign Subsidiary Receipts.

“Minimum Cash Requirement”: as of any date, the sum as of such date of (a) $65,000,000plus (b) on any date after the Baton Rouge Project opens, $10,000,000plus (c) on any date after River Downs Project opens with video lottery terminals, $5,000,000plus (d) $10,000,000 for each Material Operating Property which opened after the Effective Date and prior to such dateplus (e) $10,000,000 for each Material Operating Property which was acquired after the Effective Date and prior to such dateminus (f) $10,000,000 for each Material Operating Property which was Disposed of or otherwise ceased operations after the Effective Date and prior to such date. For purposes of this definition, “Material Operating Property” means (i) the Reno Property or (ii) any other Property which either was acquired for $100,000,000 or more or had a Construction Budget of $100,000,000 or more and at which gaming operations are conducted.

“Moody’s”: Moody’s Investors Service, Inc.

“Mortgaged Properties”: the real properties listed onSchedule 1.1(a) as and when the Administrative Agent for the benefit of the Secured Parties is granted a Lien pursuant to one or more Mortgages in accordance with the terms of this Agreement.

“Mortgages”: collectively, (a) each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the secured parties, (b) each of the amended and restated mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Administrative Agent for the benefit of the secured parties, and (c) any other mortgages or deeds of trust which are made by any Loan Party in favor of the Administrative Agent from time to time in accordance with this Agreement, which mortgages and deeds of trust shall be substantially in the form ofExhibit C, in each case with such changes thereto as shall be advisable under the law of the jurisdiction in which such mortgages and deeds of trust are to be recorded and in each case as the same may be further amended, amended and restated, restated, supplemented or otherwise modified from time to time.

“Multiemployer Plan”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds”: (a) in connection with any Asset Sale, any Recovery Event or any Designated Asset Sale, the proceeds thereof in the form of Cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale, Recovery Event or Designated Asset Sale, net of attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Asset Sale, Recovery Event or Designated Asset Sale (other than any Lien pursuant to a Security Document) and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements); and (b) in connection with any issuance or sale of equity securities or debt securities or instruments or the incurrence of loans, the Cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.

“Net Disposition Proceeds”: in connection with any Disposition, the proceeds thereof in the form of Cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Disposition, net of attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Disposition (other than any Lien pursuant to a Security Document) and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements).

“New Capital Asset Disposition Proceeds”: as of any date, the Net Disposition Proceeds received by the Borrower and its Restricted Subsidiaries on or after January 1, 2011 and prior to such date from Recovery Events and Dispositions of Property other than those permitted pursuant to clause (b), (d), (f), (j), (k) and (n) ofSection 7.5.

“New Capital Available Proceeds”: as of any date, the sum of (a) New Capital Asset Disposition Proceeds as of such date; (b) the amount of tax refunds received by the Borrower and its Restricted Subsidiaries in Cash and/or Cash Equivalents on or after January 1, 2011 and prior to such date; (c) the amount of litigation settlements and/or awards received in cash (net of the expenses incurred to obtain such litigation settlements and/or awards) by the Borrower and its Restricted Subsidiaries on or after January 1, 2011 and prior to such date; (d) the amount of gross proceeds received by the Borrower from the issuance and sale of the Borrower’s Capital Stock (other than Capital Stock which is Indebtedness); and (e) with respect to each Unrestricted Subsidiary for which cash dividends and distributions are received by the Borrower and/or its Restricted Subsidiaries from such Unrestricted Subsidiary on or after January 1, 2011 and prior to such date is in excess of the Investments (excluding Investments made pursuant toSection 7.7(k)) made by the Borrower and/or its Restricted Subsidiaries in such Unrestricted Subsidiary on or after January 1, 2011 and prior to such date, the amount of such excess.

“New Lender”: as defined inSection 2.8(d).

“New Lender Supplement”: as defined inSection 2.8(d).

“New Subordinated Obligations”: unsecured subordinated Indebtedness of the Borrower that (a) does not have any scheduled principal payment, mandatory principal prepayment or sinking fund payment due prior to the date that is six months following the latest of the Incremental Term Maturity Date, Incremental Delayed Draw Term Maturity Date and Revolving Credit Termination Date, (b) is not secured by any Lien on the Property of the Borrower or any of its Subsidiaries, and (c) is otherwise on terms (except for pricing) which are (i) in the aggregate not more favorable to the holders of such Indebtedness than those contained in the Existing Subordinated Obligations as in effect on the date hereof in any manner which is detrimental to the Agents or the Lenders or substantially identical thereto (in each case, as determined by the Administrative Agent in its discretion) or (ii) otherwise approved by the Required Lenders;provided,however, for purposes of this clause (c) the Borrower shall be permitted to incur convertible subordinated debt on terms reasonably acceptable to the Administrative Agent and otherwise in compliance with clauses (a) and (b) above.

“Non-Excluded Taxes”: as defined in Section2.21(a).

“Non-U.S. Lender”: as defined in Section2.21(d).

“Note”: any promissory note evidencing any Loan.

“Notice Period”: as defined in Section9.9(a).

“Obligations”: the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, the Reimbursement Obligations and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lender or any Qualified Counterparty, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Hedge Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise;provided, that (i) obligations of the Borrower or any Subsidiary under any Specified Hedge Agreement shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (ii) any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Specified Hedge Agreements.

“Original Credit Agreement”: as defined in the recitals.

“Other Taxes”: any and 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 from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Participant”: as defined inSection 10.6(b).

“Participant Register”: as defined inSection 10.6(b).

“Payment Amount”: as defined inSection 3.5.

“Payment Office”: the office specified from time to time by the Administrative Agent as its payment office by notice to the Borrower and the Lenders.

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Permitted Refinancing Subordinated Notes”: the notes evidencing the Permitted Refinancing Subordinated Obligations.

“Permitted Refinancing Subordinated Obligations”: unsecured Indebtedness of the Borrower that (a) does not have any scheduled principal payment, mandatory principal prepayment or sinking fund payment due prior to the date that is six months following the latest of the Incremental Term Maturity Date, Incremental Delayed Draw Term Maturity Date and the Revolving Credit Termination Date; (b) is not secured by any Lien on the Property of the Borrower or any of its Subsidiaries, and (c) is otherwise on terms (except for pricing) which are (i) not, in the aggregate, more favorable to the holders of such Indebtedness than those contained in the Existing Subordinated Obligations as in effect on the date hereof in any manner which is detrimental to the Agents or the Lenders or substantially identical thereto (in each case, as determined by the Administrative Agent in its discretion) or (ii) otherwise approved by the Lenders who will represent Required Lenders after giving effect to the application of any proceeds of Permitted Refinancing Subordinated Obligations to prepay Incremental Term Loans and Incremental Delayed Draw Term Loans (or if all Incremental Term Loans and Incremental Delayed Draw Term Loans have been repaid, to prepay Permitted Refinancing Subordinated Obligations and/or Permitted Senior Unsecured Obligations), or Revolving Credit Loans.

“Permitted Senior Unsecured Notes”: the notes evidencing the Permitted Senior Unsecured Obligations.

“Permitted Senior Unsecured Obligations” unsecured Indebtedness of the Borrower in respect of debt securities (a) that does not have any scheduled principal payment, mandatory principal prepayment, sinking fund payment or similar provision (including the rights on the part of any holder to require the redemption or repurchase of any such Indebtedness), in each case that could require any payment of or on account of principal in respect thereof until the date that is six months following the latest of the Incremental Term Maturity Date, the Incremental Delayed Draw Term Maturity Date and the Revolving Credit Termination Date (other than pursuant to change of control or asset sale provisions customary for debt securities issued by issuers with credit ratings comparable to that of the Borrower), (b) that is not secured by any Lien on the Property of the Borrower or any of its Subsidiaries, (c) that rankspari passuwith the Loans and Commitments hereunder and does not constitute Subordinated Obligations, and (d) is otherwise on terms (except for pricing) which are (i) not, in the aggregate, more favorable to the holders of such Indebtedness than those contained in the Existing Senior Unsecured Obligations as in effect on the date hereof in any manner which is detrimental to the Agents or the Lenders or substantially identical thereto (in each case, as determined by the Administrative Agent in its discretion) or (ii) otherwise approved by the Lenders who will represent Required Lenders after giving effect to the application of any proceeds of Permitted Senior Unsecured Obligations to prepay Incremental Term Loans and Incremental Delayed Draw Term Loans (or if all Incremental Term Loans and Incremental Delayed Draw Term Loans have been repaid, to prepay Permitted Refinancing Subordinated Obligations or Permitted Senior Unsecured Obligations), or Revolving Credit Loans.

“Person”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Plan”: at a particular time, any Single Employer Plan or employee benefit plan other than a Multiemployer Plan that is subject to Section 412 or 430 of the Code or Section 302 or 303 of ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pledge Agreement (Gaming Regulated)”: the amended and restated pledge agreements executed and delivered by the Borrower and the Restricted Subsidiaries (other than Immaterial Subsidiaries) covering, subject to exceptions set forth in such agreements, the Capital Stock owned by the Borrower or any Restricted Subsidiary in any Subsidiary (other than Foreign Unrestricted Subsidiaries) that conducts gambling, gaming or casino activities that are subject to Gaming Laws, as may be supplemented, modified, amended, extended or supplanted from time to time, including by any Post-Closing Gaming Pledge Agreement Amendments.

“Pledge Agreement (General)”: the amended and restated pledge agreement executed and delivered by the Borrower and the Restricted Subsidiaries (other than Immaterial Subsidiaries) covering, subject to exceptions set forth in such agreements, the Capital Stock held by the Borrower and any of such Subsidiaries in all Subsidiaries of the Borrower, other than the Foreign Unrestricted Subsidiaries or the Subsidiaries the Capital Stock of which is pledged pursuant to a Pledge Agreement (Gaming Regulated) as may be supplemented, modified, amended, extended or supplanted from time to time.

“Pledge Agreements”: collectively, the Pledge Agreements (Gaming Regulated) and the Pledge Agreement (General).

“Pledged Stock”: Capital Stock pledged to the Administrative Agent for the benefit of the Secured Parties, pursuant to the Pledge Agreements.

“Post-Closing Gaming Pledge Agreement Amendments”: the Pledge Agreements (Gaming Regulated) listed onSchedule 1.1(c).

“Preferred Ship Mortgages”: collectively (a) each of the amended and restated preferred ship mortgages made by any Loan Party in favor of the Administrative Agent for the benefit of the Secured Parties, as described in Schedule 1.1(b), and (b) any other preferred ship mortgages which are made by any Loan Party in favor of the Administrative Agent from time to time in accordance with this Agreement, which preferred ship mortgages shall be substantially in the form ofExhibit D, as the same may be further supplemented, modified, amended, extended or supplanted from time to time.

“Project”: the construction and/or renovation of any improvements (a) on any interest in any real property or any interest in any ship or barge owned by the Borrower and/or any of its Restricted Subsidiaries, if the Expenses of such construction and/or renovation could reasonably be expected to exceed $75,000,000, and (b) in connection with the River Downs Temporary Facility;provided, that in each case if the construction and/or renovation of any improvements on any interest in any such real property or any interest in any such ship or barge has been divided into separate phases for the construction and/or renovation thereof, then each phase of such construction and/or renovation will be treated as a separate Project for all purposes under this Agreement.

“Projections”: as defined inSection 6.2(c).

“Property”: any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

“Qualified Counterparty”: with respect to any Specified Hedge Agreement, any counterparty thereto that, at the time such Specified Hedge Agreement was entered into, was a Lender or an affiliate of a Lender.

“Rabbi Trust”: that certain Grantor Trust Agreement made the 1st day of January, 2000 by and between the Borrower and Wells Fargo Bank, National Association (as successor-in-interest to Wachovia Bank, N.A.), as trustee (or any successor trustee), as amended, modified and supplemented from time to time in accordance with this Agreement.

“Reclassified Foreign Subsidiary Receipts”: as of any date of determination, the aggregate amount of Foreign Subsidiary Receipts received by the Borrower or any Restricted Subsidiary after the Effective Date and through the date of determination (a) which have not been invested in any Foreign Unrestricted Subsidiary in accordance with the provisions ofSection 7.7(j); and (b) with respect to which the Borrower has provided the Administrative Agent an irrevocable written notice prior to such date of determination that Foreign Subsidiary Receipts in such amount is not available for investment in any Foreign Unrestricted Subsidiary.

“Recovery Event”: any payment in excess of $2,500,000 in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of the Borrower or any of its Restricted Subsidiaries.

“Redevelopment Agreement”: that certain Redevelopment Agreement dated as of April 22, 2004 by and between the Land Clearance for Redevelopment Authority of the City of St. Louis and the Borrower, as may be amended, extended, renewed, supplemented, restated, amended and restated or otherwise modified from time to time.

“Refunded Swing Line Loans”: as defined inSection 2.7(b).

“Refunding Date”: as defined inSection 2.7(c).

“Register”: as defined inSection 10.6(d).

“Regulation H”: Regulation H of the Board as in effect from time to time.

“Regulation U”: Regulation U of the Board as in effect from time to time.

“Reimbursement Obligation”: the obligation of the Borrower to reimburse each Issuing Lender pursuant toSection 3.5 for amounts drawn under Letters of Credit issued by such Issuing Lender.

“Reinvestment Deferred Amount”: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by the Borrower or any of its Restricted Subsidiaries in connection therewith that are not applied to prepay the Incremental Term Loans or the Incremental Delayed Draw Term Loans or to reduce the Revolving Credit Commitments pursuant toSection 2.13(b) orSection 2.13(c), as applicable, as a result of the delivery of a Reinvestment Notice.

“Reinvestment Event”: any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

“Reinvestment Notice”: a written notice executed by a Responsible Officer and delivered to the Administrative Agent within ten (10) Business Days after an Asset Sale or Recovery Event stating that no Default or Event of Default has occurred and is continuing and that the Borrower (directly or indirectly through a Restricted Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire assets useful in the business of the Borrower or the applicable Restricted Subsidiary.

“Reinvestment Prepayment Date”: with respect to any Reinvestment Event, the earlier of (a) the date occurring fifteen (15) months after such Reinvestment Event and (b) the date on which the Borrower shall have determined not to, or shall have otherwise ceased to, acquire assets permitted under this Agreement with all or any portion of the relevant Reinvestment Deferred Amount.

“Related Fund”: with respect to any Lender, any fund that (x) invests in commercial loans and (y) is managed or advised by the same investment advisor (or an Affiliate of such investment adviser) as such Lender, by such Lender or an Affiliate of such Lender.

“Reno Property”: the Boomtown Hotel and Casino located in Reno, Nevada.

“Reorganization”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, _____ ..29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

“Required Lenders”: at any time, the holders of more than 50% of the sum of (a) the aggregate unpaid amount of the Incremental Term Loans then outstanding, (b) the aggregate unpaid amount of the Incremental Delayed Draw Term Loans then outstanding, (c) the unfunded Incremental Delayed Draw Term Commitments (if any), and (d) the Total Revolving Credit Commitments then in effect or, if the Revolving Credit Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding;provided, that the Incremental Term Loans, the Incremental Delayed Draw Term Loans and that portion of the Total Revolving Extensions of Credit held or deemed held by, and the Commitments of, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Prepayment Lenders”: the Majority Facility Lenders in respect of each Facility.

“Requirement of Law”: as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“Responsible Officer”: the chief executive officer, president or chief financial officer of the Borrower, but in any event, with respect to financial matters, the chief financial officer of the Borrower;provided, that the treasurer or vice president of finance of the Borrower may act as a Responsible Officer with respect to any Borrowing Notices to be delivered under this Agreement.

“Restricted Payments”: as defined inSection 7.6.

“Restricted Subsidiaries”: as of the date of determination, all Subsidiaries of the Borrower other than Subsidiaries of the Borrower which have been properly designated as Unrestricted Subsidiaries of the Borrower in accordance with the definition thereof. The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary in writing to Administrative Agent,provided that no Default or Event of Default would be in existence following such designation.

“Revolving Credit Commitment”: as to any Lender, the obligation of such Lender, if any, to make Revolving Credit Loans and participate in Swing Line Loans and Letters of Credit, in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Revolving Credit Commitment” opposite such Lender’s name onSchedule 1 to the Lender Addendum delivered by such Lender, or, as the case may be, in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the Total Revolving Credit Commitments is $410,000,000.

“Revolving Credit Commitment Period”: the period from and including the Effective Date to the Revolving Credit Termination Date.

“Revolving Credit Facility”: the revolving credit facility described inSection 2.4.

“Revolving Credit Lender”: each Lender (including Incremental Revolving Credit Lenders) that has a Revolving Credit Commitment or that is the holder of Revolving Credit Loans.

“Revolving Credit Loans”: as defined inSection 2.4.

“Revolving Credit Note”: as defined inSection 2.9(e).

“Revolving Credit Percentage”: as to any Revolving Credit Lender at any time, the percentage which such Lender’s Revolving Credit Commitment then constitutes of the Total Revolving Credit Commitments (or, at any time after the Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate amount of such Lender’s Revolving Extensions of Credit then outstanding constitutes of the amount of the Total Revolving Extensions of Credit then outstanding).

“Revolving Credit Termination Date”: August 2, 2016;provided, that such date shall be accelerated to December 15, 2014 if any portion of the Borrower’s 7.50% Senior Subordinated Notes due June 15, 2015 are outstanding on December 15, 2014 (or such earlier date on which the Loans become due and payable pursuant toSection 8).

“Revolving Extensions of Credit”: as to any Revolving Credit Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, (b) such Lender’s Revolving Credit Percentage of the L/C Obligations then outstanding and (c) such Lender’s Revolving Credit Percentage of the aggregate principal amount of Swing Line Loans then outstanding.

“River City Property”: the River City complex and casino located in south St. Louis County, Missouri.

“River Downs Project”: the River Downs race track and associated improvements located in Cincinnati, Ohio.

“River Downs Temporary Facility”: the temporary facility with video lottery terminals to be located at the River Downs Project.

“S&P”: Standard & Poor’s Ratings Services.

“SEC”: the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

“Secured Parties”: as defined in the Security Agreement.

“Security Agreement”: the Second Amended and Restated Security Agreement executed and delivered by the Borrower and the Restricted Subsidiaries (other than Immaterial Subsidiaries) on December 14, 2005, as has been amended and supplemented through the Effective Date and as may be further supplemented, modified, amended, extended or supplanted from time to time in accordance with the terms of this Agreement.

“Security Documents”: the collective reference to the Security Agreement, the Trademark Collateral Assignment, the Pledge Agreements (Gaming Regulated), the Pledge Agreement (General), the Mortgages, the Preferred Ship Mortgages, and any other security agreement, pledge agreement, deed of trust, mortgage, and all other security documents hereafter delivered to the Administrative Agent, as each may have been amended, restated, supplemented, or otherwise modified from time to time, granting a Lien on any Property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

“Senior Managing Agent”: as defined in the preamble hereto.

“Senior Subordinated Indentures”: the Senior Subordinated Notes Indenture 2007 and the Senior Subordinated Notes Indenture 2010, and any future indentures or other agreements governing any New Subordinated Obligations or any Permitted Refinancing Subordinated Obligations.

“Senior Subordinated Notes Indenture 2007”: Indenture dated as of June 8, 2007 among the Borrower, the initial guarantors referred to therein, and The Bank of New York Mellon Trust Company, N.A., as Trustee, as amended from time to time, pursuant to which certain of the Existing Subordinated Obligations were issued.

“Senior Subordinated Notes Indenture 2010”: Indenture dated as of May 6, 2010 among the Borrower, the initial guarantors referred to therein, and The Bank of New York Mellon Trust Company, N.A., as Trustee, as amended from time to time, pursuant to which certain of the Existing Subordinated Obligations were issued.

“Senior Unsecured Indentures”: the Senior Unsecured Notes Indenture 2009 and any future indentures or other agreements governing any Permitted Senior Unsecured Obligations.

“Senior Unsecured Notes”: the notes evidencing the Existing Senior Unsecured Obligations or the Permitted Senior Unsecured Obligations.

“Senior Unsecured Notes Indenture 2009”: Indenture dated as of August 10, 2009 among the Borrower, the initial guarantors referred to therein, and The Bank of New York Mellon Trust Company, N.A., as Trustee, as amended from time to time, pursuant to which certain of the Existing Subordinated Obligations were issued.

“Single Employer Plan”: any Plan that is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

“Solvent”: with respect to any Person, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“Specified Change of Control”: a “Change of Control”, or like event, as defined in any of the Indentures or other document entered into by the Borrower or any Restricted Subsidiary with respect to any New Subordinated Obligations, Permitted Refinancing Subordinated Obligations or Permitted Senior Unsecured Obligations.

“Specified Hedge Agreement”: any Hedge Agreement entered into by the Borrower or any Subsidiary Guarantor and any Qualified Counterparty.

“STAR and TIF Bonds”: collectively, tax based bonds and tax increment financing bonds issued by a governmental authority to finance the development of the properties subject to the Cabela’s Transaction.

“Stated Amount”: at any time, the maximum amount available to be drawn under a Letter of Credit (in each case determined without regard to whether any conditions to drawing could then be met).

“St. Louis County Ground Lease”: that certain Lease and Development Agreement, dated as of August 12, 2004, by and between the Borrower and the St. Louis County Port Authority, as it may be amended, amended and restated or otherwise modified from time to time, for an approximate 56 acre tract of land, together with the improvements thereon covered by such ground lease, located in the Lemay area of St. Louis County, Missouri.

“Subordinated Notes”: the notes evidencing the Existing Subordinated Obligations or the New Subordinated Obligations.

“Subordinated Obligations”: collectively, the Existing Subordinated Obligations and the New Subordinated Obligations.

“Subsidiary”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Subsidiary Guarantor”: each direct and indirect Domestic Subsidiary of the Borrower and, to the extent that it would not result in an adverse tax, foreign gaming, or foreign law consequence that is material for or with respect to such Subsidiary, Foreign Subsidiary of the Borrower (in each case, other than the Immaterial Subsidiaries and the Unrestricted Subsidiaries), that has executed a Subsidiary Guaranty or a joinder thereto.

“Subsidiary Guaranty”: the Second Amended and Restated Subsidiary Guaranty executed and delivered by the Restricted Subsidiaries (other than Immaterial Subsidiaries) parties thereto on December 14, 2005, as has been amended and supplemented through the Effective Date and as may be further supplemented, modified, amended, extended or supplanted from time to time in accordance with the terms of this Agreement.

“Supermajority Lenders”: at any time, the holders of more than 66.7% of the sum of (a) the aggregate unpaid amount of the Incremental Term Loans then outstanding, (b) the aggregate unpaid amount of the Incremental Delayed Draw Term Loans then outstanding, (c) the unfunded Incremental Delayed Draw Term Commitments (if any), and (d) the Total Revolving Credit Commitments then in effect or, if the Revolving Credit Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding;provided, that the Incremental Term Loans, the Incremental Delayed Draw Term Loans and that portion of the Total Revolving Extensions of Credit held or deemed held by, and the Commitments of, any Defaulting Lender shall be excluded for purposes of making a determination of Supermajority Lenders.

“Swing Line Back-Stop Arrangements”: as defined inSection 2.7.

“Swing Line Commitment”: the obligation of the Swing Line Lender to make Swing Line Loans pursuant toSection 2.6 in an aggregate principal amount at any one time outstanding not to exceed $25,000,000.

“Swing Line Lender”: any Revolving Credit Lender from time to time designated by the Borrower as the Swing Line Lender with the consent of such Revolving Credit Lender and notice to the Administrative Agent;provided, that in no event shall (a) there be more than one Swing Line Lender at any time and (b) any change in the Swing Line Lender be permitted to occur while any Swing Line Loans are outstanding. As of the Effective Date, there is no Swing Line Lender.

“Swing Line Loans”: as defined inSection 2.6.

“Swing Line Note”: as defined inSection 2.9(e).

“Swing Line Participation Amount”: as defined inSection 2.7(c).

“Syndication Agents”: as defined in the preamble hereto.

“Total Revolving Credit Commitments”: at any time, the aggregate amount of the Revolving Credit Commitments then in effect.

“Total Revolving Extensions of Credit”: at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Credit Lenders outstanding at such time.

“Trademark Collateral Assignment”: the Second Amended and Restated Trademark Collateral Assignment executed and delivered by the Borrower and the Restricted Subsidiaries dated as of December 14, 2005, as amended by that certain First Amendment to Amended and Restated Trademark Collateral Assignment dated as of August 10, 2009, and as further amended by that certain Second Amendment to Amended and Restated Trademark Collateral Assignment dated October 1, 2009, and as further amended by that certain Third Amendment to Amended and Restated Trademark Collateral Assignment dated December 8, 2009, and as further amended by that certain Fourth Amendment to Amended and Restated Trademark Collateral Assignment dated , 2010, and as further amended by that certain Fifth Amendment to Amended and Restated Trademark Collateral Assignment dated October 15, 2010, and as further amended by that certain Sixth Amendment to Amended and Restated Trademark Collateral Assignment dated October 22, 2010, and as further amended by that certain Seventh Amendment to Amended and Restated Trademark Collateral Assignment dated November 10, 2010, and as further amended by that certain Eight Amendment to Amended and Restated Trademark Collateral Assignment dated May 5, 2011, and as further amended by that certain Ninth Amendment to Amended and Restated Trademark Collateral Assignment dated July 19, 2011, and as may be further supplemented, modified, amended, extended or supplanted from time to time.

“Transferee”: as defined inSection 10.14.

“Type”: as to any Loan, its nature as a Base Rate Loan or a Eurodollar Loan.

“UCC”: the Uniform Commercial Code under New York law except to the extent the law of any local jurisdiction applies.

“Undeveloped Baton Rouge Property”: approximately 500 acres of undeveloped land adjacent to the L’Auberge Baton Rouge property in Baton Rouge, Louisiana, owned by the Borrower and/or any of its Restricted Subsidiaries as of the Effective Date.

“Undeveloped Land”: collectively, the Undeveloped Baton Rouge Property and the Undeveloped Reno Property.

“Undeveloped Reno Property”: approximately 800 acres of undeveloped land adjacent to the Boomtown Hotel and Casino in Reno, Nevada owned by the Borrower and/or any of its Restricted Subsidiaries as of the Effective Date.

“Unfinished Projects”: as of any date, any Project for which the Completion of Construction has not occurred.

“Unrestricted Subsidiaries”: the Foreign Subsidiaries and the Domestic Subsidiaries designated on the Effective Date as Unrestricted Subsidiaries onSchedule 4.15(a) and any other Subsidiary of the Borrower formed or acquired after the Effective Date and designated as “Unrestricted” by the Borrower to Administrative Agent in writing,provided,however, that (a) no Subsidiary may be designated as an Unrestricted Subsidiary at any time when a Default or Event of Default has occurred and remains continuing, or would result from such designation, (b) the Borrower shall make any such designation prior to or substantially concurrently with the acquisition or formation of the relevant Subsidiary;provided,however, that any Immaterial Subsidiary may be re-designated as “Unrestricted” at any time before such Subsidiary ceases to be an Immaterial Subsidiary.

“Vietnam Project”: the Ho Tram Strip complex of resorts and residential developments being developed by Asian Coast Development (Canada) Ltd. or any of its Affiliates in which the Borrower or any of its Affiliates are or will be investors.

“Wholly Owned Subsidiary”: as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

“Wholly Owned Subsidiary Guarantor”: any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.

1.2Other Definitional Provisions.

(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Subsidiaries not defined inSection 1.1 and accounting terms partly defined inSection 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP.

(c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(e) All calculations of financial ratios set forth inSection 7.1 and the calculation of the Consolidated Total Leverage Ratio for purposes of determining the Applicable Margin shall be calculated to the same number of decimal places as the relevant ratios are expressed in and shall be rounded upward if the number in the decimal place immediately following the last calculated decimal place is five or greater. For example, if the relevant ratio is to be calculated to the hundredth decimal place and the calculation of the ratio is 5.126, the ratio will be rounded up to 5.13.

SECTION 2.
AMOUNT AND TERMS OF COMMITMENTS

2.1Incremental Term Loans and Incremental Delayed Draw Term Loans.

(a) The Incremental Term Loans, if any, shall be made by the Incremental Term Lenders in a single drawing on the date set forth in the Incremental Facility Activation Notice with respect to the applicable Incremental Term Facility. The Incremental Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance withSection 2.2 andSection 2.14;provided, that no Incremental Term Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Incremental Term Maturity Date for such Incremental Term Loan.

(b) Each Incremental Delayed Draw Term Lender, if any, severally agrees to make term loans to the Borrower in the manner and subject to the terms and conditions set forth in the Incremental Facility Activation Notice with respect to the applicable Incremental Delayed Draw Term Facility. The Incremental Delayed Draw Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance withSection 2.2 andSection 2.14;provided, that no Incremental Term Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Incremental Delayed Draw Term Maturity Date for such Incremental Delayed Draw Term Loan.

2.2Procedure for Incremental Term Loan and Incremental Delayed Draw Term Loan Borrowing.

(a) The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (i) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (ii) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans) requesting that the Incremental Term Lenders make the requested Incremental Term Loans. Upon receipt of such Borrowing Notice the Administrative Agent shall promptly notify each Incremental Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Borrowing Date, each Incremental Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Incremental Term Loan to be made by such Incremental Term Lender.

(b) The Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (i) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (ii) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans) requesting that the Incremental Delayed Draw Term Lenders make the requested Incremental Delayed Draw Term Loans. Upon receipt of such Borrowing Notice the Administrative Agent shall promptly notify each Incremental Delayed Draw Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Borrowing Date, each Incremental Delayed Draw Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Incremental Delayed Draw Term Loan to be made by such Incremental Delayed Draw Term Lender.

(c) The Administrative Agent shall make available to the Borrower the aggregate of the amounts made available to the Administrative Agent by the Lenders under clause (a) or (b) of thisSection 2.2, in like funds as received by the Administrative Agent. Any Incremental Term Loans and Incremental Delayed Draw Term Loans made on each Incremental Facility Effective Date shall initially be Base Rate Loans.

2.3Repayment of Incremental Term Loans and Incremental Delayed Draw Term Loans.

(a) Each Incremental Term Loan shall be payable in accordance with the Incremental Facility Activation Notice with respect to the applicable Incremental Term Facility.

(b) Each Incremental Delayed Draw Term Loan shall be payable in accordance with the Incremental Facility Activation Notice with respect to the applicable Incremental Delayed Draw Term Facility.

2.4Revolving Credit Commitments. Subject to the terms and conditions hereof, each Revolving Credit Lender severally agrees to make revolving credit loans (“Revolving Credit Loans”) to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding for such Revolving Credit Lender which, when added to such Lender’s Revolving Credit Percentage of the sum of (i) the L/C Obligations then outstanding (exclusive of Payment Amounts which are repaid with the proceeds of, and simultaneously with, the incurrence of, the respective incurrence of Revolving Credit Loans) and (ii) the aggregate principal amount of the Swing Line Loans then outstanding (exclusive of Swing Line Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Credit Loans), does not exceed the amount of such Lender’s Revolving Credit Commitment. During the Revolving Credit Commitment Period the Borrower may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Credit Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance withSection 2.5 andSection 2.14,provided that no Revolving Credit Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Revolving Credit Termination Date. The Borrower shall repay all outstanding Revolving Credit Loans on the Revolving Credit Termination Date. Each borrowing by the Borrower hereunder of Revolving Credit Loans shall be madepro rataaccording to the Revolving Credit Percentages of the Revolving Credit Lenders.

2.5Procedure for Revolving Credit Borrowing. The Borrower may borrow under the Revolving Credit Commitments on any Business Day during the Revolving Credit Commitment Period,provided that the Borrower shall deliver to the Administrative Agent a Borrowing Notice (which Borrowing Notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans). Any Revolving Credit Loans made on the Effective Date shall initially be Base Rate Loans. Each borrowing of Revolving Credit Loans under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $1,000,000 or a whole multiple of $1,000,000 (or, if the then aggregate Available Revolving Credit Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $1,000,000;provided, that the Swing Line Lender may request, on behalf of the Borrower, borrowings of Base Rate Loans under the Revolving Credit Commitments in other amounts pursuant toSection 2.7. Upon receipt of any such Borrowing Notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof. Each Revolving Credit Lender will make its Revolving Credit Percentage of the amount of each borrowing of Revolving Credit Loans available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent in like funds as received by the Administrative Agent.

2.6Swing Line Commitment. Subject to the terms and conditions hereof, the Swing Line Lender agrees that, during the Revolving Credit Commitment Period, it will make available to the Borrower in the form of swing line loans (“Swing Line Loans”) a portion of the credit otherwise available to the Borrower under the Revolving Credit Commitments;provided, that (i) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect or such Swing Line Lender’s Revolving Credit Commitment then in effect) and (ii) the Borrower shall not request, and the Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the aggregate amount of the Available Revolving Credit Commitments would be less than zero. During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swing Line Loans shall be Base Rate Loans only. The Borrower shall repay all outstanding Swing Line Loans on the Revolving Credit Termination Date.

2.7Procedure for Swing Line Borrowing; Refunding of Swing Line Loans.

(a) Subject to the terms and conditions hereof, the Borrower may borrow under the Swing Line Commitment on any Business Day during the Revolving Credit Commitment Period,provided, the Borrower shall give the Swing Line Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swing Line Lender not later than 1:00 P.M., New York City time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date. Each borrowing under the Swing Line Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in the borrowing notice in respect of any Swing Line Loan, the Swing Line Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of such Swing Line Loan. The Administrative Agent shall make the proceeds of such Swing Line Loan available to the Borrower on such Borrowing Date in like funds as received by the Administrative Agent.

(b) The Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf), on one Business Day’s notice given by the Swing Line Lender to the Administrative Agent no later than 12:00 Noon, New York City time, request each Revolving Credit Lender to make, and each Revolving Credit Lender hereby agrees to make, a Revolving Credit Loan (which shall initially be a Base Rate Loan), in an amount equal to such Revolving Credit Lender’s Revolving Credit Percentage of the aggregate amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line Lender. Each Revolving Credit Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the date of such notice. The proceeds of such Revolving Credit Loans shall be made immediately available by the Administrative Agent to the Swing Line Lender for application by the Swing Line Lender to the repayment of the Refunded Swing Line Loans.

(c) If prior to the time a Revolving Credit Loan would have otherwise been made pursuant toSection 2.7(b), one of the events described inSection 8(f) shall have occurred and be continuing with respect to the Borrower, or if for any other reason, as determined by the Swing Line Lender in its sole discretion, Revolving Credit Loans may not be made as contemplated bySection 2.7(b), each Revolving Credit Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to inSection 2.7(b) (the “Refunding Date”), purchase for Cash an undivided participating interest in the then outstanding Swing Line Loans by paying to the Swing Line Lender an amount (the “Swing Line Participation Amount”) equal to (i) such Revolving Credit Lender’s Revolving Credit Percentagetimes (ii) the sum of the aggregate principal amount of Swing Line Loans then outstanding which were to have been repaid with such Revolving Credit Loans.

(d) Whenever, at any time after the Swing Line Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Revolving Credit Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’spro rataportion of such payment if such payment is not sufficient to pay the principal of and interest on all Swing Line Loans then due);

provided,however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Revolving Credit Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender. If any amount required to be paid by any Revolving Credit Lender to the Administrative Agent, for the account of the Swing Line Lender, pursuant toSection 2.7(b) orSection 2.7(c) in respect of any Swing Line Loan is not paid to the Swing Line Lender within three Business Days after the date such payment is due, the Swing Line Lender shall so notify the Administrative Agent, who shall notify such Revolving Credit Lender and such Revolving Credit Lender shall pay to the Administrative Agent, for the account of the Swing Line Lender on demand (and thereafter the Administrative Agent shall promptly pay to the Swing Line Lender) an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender,times (iii) a fraction, the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by the Swing Line Lender pursuant toSection 2.7(b) orSection 2.7(c) is not made available to the Administrative Agent, for the account of the Swing Line Lender, by such Revolving Credit Lender within three Business Days after the date such payment is due, the Administrative Agent on behalf of the Swing Line Lender shall be entitled to recover from such Revolving Credit Lender, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Credit Facility.

(e) Each Revolving Credit Lender’s obligation to make the Loans referred to inSection 2.7(b) and to purchase participating interests pursuant toSection 2.7(c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified inSection 5; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Revolving Credit Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(f) The Swing Line Lender shall not be obligated to make any Swing Line Loans if (i) any Revolving Credit Lender is at such time a Defaulting Lender or (ii) if the Swing Line Lender, in its reasonable discretion, determines that there may be a risk of any Revolving Credit Lender becoming a Defaulting Lender, unless, in either case, the Swing Line Lender has entered into arrangements satisfactory to the Swing Line Lender to eliminate the Swing Line Lender’s actual or potential Fronting Exposure with respect to such Revolving Credit Lender, including by cash collateralizing such Revolving Credit Lender’s Revolving Credit Percentage of the outstanding Swing Line Loans (such arrangements, the “Swing Line Back-Stop Arrangements”).

2.8Incremental Loans.

(a) Borrower may at any time, by notice to Administrative Agent, request that, subject to the following conditions and otherwise in accordance with this Agreement, Lenders and/or New Lenders provide (w) one or more term loan facilities (the “Incremental Term Facilities”), (x) one or more delayed draw term loan facilities (the “Incremental Delayed Draw Term Facilities”), (y) additional Revolving Credit Commitments (the “Incremental Revolving Credit Commitments”) and/or (z) one or more additional revolving credit facilities (the “Incremental Revolving Facilities” and, together with the Incremental Term Facilities, the Incremental Delayed Draw Term Facilities and the Incremental Revolving Credit Commitments, collectively, the “Incremental Facilities” and individually an “Incremental Facility”);provided, that on the date that any such Incremental Facility becomes effective (the “Incremental Facility Effective Date”): (i) no Default or Event of Default shall have occurred and be continuing or result from such Incremental Facility and/or the Incremental Loans made pursuant to such Incremental Facility; (ii) after giving effect to all Incremental Loans made under such Incremental Facility of the applicable Incremental Facility Effective Date, the Borrower will be in compliance on apro formabasis with the provisions ofSection 7.1(a) andSection 7.1(b) (determined as of the last day of the most recent fiscal quarter for which financial statements are required to be delivered underSection 6.1(a) orSection 6.1(b) as if such Incremental Loans had been funded and the application of such proceeds had occurred on such last day); (iii) the terms of such Incremental Facility and the applicable Incremental Loans are in compliance withSection 2.8(c) below; (iv) the Borrower shall have received all approvals from all applicable Governmental Authorities necessary or, in the discretion of the Administrative Agent, advisable in connection with such Incremental Facility; (v) the Borrower shall have delivered to the Administrative Agent a legal opinion of each such special or local counsel as may be reasonably requested by the Administrative Agent with respect to such Incremental Facility and the applicable Incremental Facility Amendments; (vi) the Borrower shall have delivered to the Administrative Agent title and extended coverage insurance for each real property Collateral covering the amount of such Incremental Facility containing such endorsements and affirmative coverage as the Administrative Agent may reasonably request; (vii) the Administrative Agent and the Borrower shall execute conforming amendments to this Agreement and the other Loan Documents (collectively, the “Incremental Facility Amendments”) to reflect such Incremental Facility without the consent of any Lender, including, without limitation, to provide for the terms set forth in the Incremental Facility Activation Notice described below orSection 2.8(c); and (viii) the Incremental Facility Effective Date shall not occur prior to five (5) Business Days (or such shorter period as shall be agreed by the Administrative Agent) after the date which the Administrative Agent receives the Incremental Facility Activation Notice.

(b) Upon receipt of such notice and an officer’s certificate as to the satisfaction of the foregoing conditions, the Administrative Agent shall use all commercially reasonable efforts to arrange for Lenders or New Lenders to provide such Incremental Facilities. Alternatively, any Lender may commit to provide the full amount of any requested Incremental Facility and then offer portions of such Incremental Facility to the other Lenders or other financial institutions, subject to the approval of the Administrative Agent. Nothing contained in this paragraph or otherwise in this Agreement is intended or will be required to commit any Lender or any Agent to provide any portion of any such additional Incremental Facility.

(c) The Incremental Loans (i) shall rankpari passuin right of payment and of security with the Revolving Loans; (ii) shall not mature earlier than six months after the Revolving Credit Termination Date if they are Incremental Term Loans or Incremental Delayed Draw Term Loans (but may, subject to clause (iii) below, have amortization prior to such date) and shall not mature prior to the Revolving Credit Termination Date if they are Incremental Revolving Credit Commitments or Incremental Revolving Credit Facilities; (iii) shall not have a weighted average life that is shorter than the then-remaining weighted average life of the then outstanding Incremental Term Loans or Incremental Delayed Draw Term Loans, if any; and (iv) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans or other Incremental Term Loans and Incremental Delayed Draw Term Loans, as applicable (in each case, including with respect to mandatory and voluntary prepayments);provided, that (x) if the Applicable Margin relating to any Incremental Term Facility or Incremental Delayed Draw Term Facility (as adjusted for upfront fees payable to the Lenders and original issue discount with respect to such Incremental Facility) exceeds the Applicable Margin relating to the Incremental Term Loans and the Incremental Delayed Draw Term Loans immediately prior to the effectiveness of the applicable Incremental Facility Amendments by more than 0.25%, the Applicable Margin relating to the Incremental Term Loans and the Incremental Delayed Draw Term Loans then outstanding shall be adjusted to an amount equal to the Applicable Margin of the Incremental Loans (as such Applicable Margin is adjusted to reflect for upfront fees payable to the Lenders and original issue discount of the Incremental Loans)minus 0.25%, or (y) if the Applicable Margin (as adjusted for upfront fees payable to the Lenders and original issue discount with respect to such Incremental Facility) relating to any Incremental Revolving Credit Commitments or Incremental Revolving Facility that have a maturity date that is earlier than six months after the Revolving Credit Termination Date exceeds the Applicable Margin relating to the Revolving Credit Loans immediately prior to the effectiveness of the applicable Incremental Facility Amendments by more than 0.50%, the Applicable Margin relating to the Revolving Credit Facility and any Incremental Revolving Credit Facility then outstanding shall be adjusted to an amount equal to the Applicable Margin of the Incremental Loans (as such Applicable Margin is adjusted to reflect for upfront fees payable to the Lenders and original issue discount of the Incremental Facility)minus 0.50%.

(d) The Borrower and any one or more Lenders (including New Lenders) that agree to provide any Incremental Facility shall execute and deliver to the Administrative Agent an Incremental Facility Activation Notice specifying, in compliance withSection 2.8(c): (i) the amount of the Incremental Loans and the Incremental Facility or Incremental Facilities involved; (ii) the applicable Incremental Facility Effective Date which shall be a Business Day, (iii) the maturity date for the Incremental Loans made pursuant to such Incremental Facility or Incremental Facilities; (iv) the amortization schedule for the Incremental Term Loans and Incremental Delayed Draw Term Loans, as applicable, and (v) the Applicable Margin for the Incremental Loans made pursuant to such Incremental Facility or Incremental Facilities. Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described inSection 2.8(c) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form ofExhibit B-2, whereupon (x) such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement and (y) the Incremental Loans shall be treated as “Loans” for all purposes of this Agreement, other than for purposes of the provisions of this Agreement specifically modified or addressed in the Incremental Facility Activation Notice.

2.9Repayment of Loans; Evidence of Debt.

(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Credit Lender, Swing Line Lender, Incremental Term Lender or Incremental Delayed Draw Term Lender, as the case may be, (i) the then unpaid principal amount of each Revolving Credit Loan on the Revolving Credit Termination Date, (ii) the then unpaid principal amount of each Swing Line Loan on the Revolving Credit Termination Date, (iii) the principal amount of each Incremental Term Loan of such Incremental Term Lender in installments according to the amortization schedule set forth in the Incremental Facility Activation Notice with respect to the applicable Incremental Term Loan Facility and (iv) the principal amount of each Incremental Delayed Draw Term Loan of such Incremental Delayed Draw Term Lender in installments according to the amortization schedule set forth in the Incremental Facility Activation Notice with respect to applicable Incremental Delayed Draw Term Loan Facility. The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth inSection 2.16.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant toSection 10.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

(d) The entries made in the Register and the accounts of each Lender maintained pursuant toSection 2.9(b) shall, to the extent permitted by applicable law, beprima facieevidence of the existence and amounts of the obligations of the Borrower therein recorded;provided,however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.

(e) The Borrower agrees that, upon request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Incremental Term Loans, Incremental Delayed Draw Term Loans, Revolving Credit Loans, or Swing Line Loans, as the case may be, of such Lender, substantially in the forms ofExhibit I-1,I-2,I-3 orI-4, respectively (an “Incremental Term Note”, an

“Incremental Delayed Draw Term Note”, a “Revolving Credit Note”, or a “Swing Line Note”, respectively), with appropriate insertions as to the date and principal amount;provided, that delivery of Notes shall not be a condition precedent to the making of Loans on a Borrowing Date.

2.10Commitment Fees, etc.

(a) Revolving Credit Commitment Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee for the period from and including the Effective Date to the last day of the Revolving Credit Commitment Period, computed at the Commitment Fee Rate applicable to the Revolving Credit Commitment on the average daily amount of the Available Revolving Credit Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Credit Termination Date, commencing on the first of such dates to occur after the date hereof.

(b) Incremental Delayed Draw Term Commitment Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Incremental Delayed Draw Term Lender a commitment fee at the times and in the amounts provided pursuant to the applicable Incremental Facility Activation Notice or Notices.

(c) Arrangers Fees. The Borrower agrees to pay to the Arrangers the fees in the amounts and on the dates previously agreed to in writing by the Borrower and the Arrangers.

(d) Administrative Agent Fees. The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates from time to time agreed to in writing by the Borrower and the Administrative Agent.

2.11Termination or Reduction of Commitments.

(a) The Borrower shall have the right, upon not less than five Business Days’ irrevocable notice delivered to the Administrative Agent (which notice shall specify the date and amount of such commitment reduction), to terminate the Revolving Credit Commitments or, from time to time, reduce the unused Revolving Credit Commitments;provided, that (i) no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Credit Commitments, (ii) each such reduction shall be applied ratably among the Revolving Credit Lenders to permanently reduce the Revolving Credit Commitments and (iii) the reduction to the aggregate Available Revolving Credit Commitments shall in no case be in an amount which would cause the Revolving Credit Commitment of any Lender to be reduced by an amount which exceeds the Available Revolving Credit Commitment of such Lender as in effect immediately before giving effect to such reduction.

(b) Each Lender’s Revolving Credit Commitment shall terminate in its entirety on the Revolving Credit Termination Date.

2.12Optional Prepayments. The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent at least three Business Days prior thereto in the case of Eurodollar Loans and at least one Business Day prior thereto in the case of Base Rate Loans, which notice shall specify the date and amount of such prepayment, whether such prepayment is of Incremental Term Loans, Incremental Delayed Draw Term Loans or Revolving Credit Loans, and whether such prepayment is of Eurodollar Loans or Base Rate Loans;provided, that (i) if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant toSection 2.22, and (ii) no prior notice is required for the prepayment of Swing Line Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are Base Rate Loans and Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Incremental Term Loans, Incremental Delayed Draw Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

2.13Mandatory Prepayments and Commitment Reductions.

(a) Unless the Required Prepayment Lenders shall otherwise agree, upon any sale, issuance or incurrence of Indebtedness (other than Indebtedness permitted pursuant toSection 7.2) by the Borrower, then upon receipt of the Net Cash Proceeds from such sale, issuance or incurrence, the Incremental Term Loans and the Incremental Delayed Draw Term Loans shall be prepaid, and/or the Revolving Credit Commitments shall be reduced, by an amount equal to the amount of such Net Cash Proceeds, as set forth inSection 2.13(e).

(b) Unless the Required Prepayment Lenders shall otherwise agree, on any date the Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale, the Incremental Term Loans and the Incremental Delayed Draw Term Loans shall be prepaid, and/or the Revolving Credit Commitments shall be reduced by an amount equal to the amount of such Net Cash Proceeds, which prepayments and reductions shall be applied as set forth inSection 2.13(e);provided, that:

(i) if (x) no Default or Event of Default would exist or arise therefrom and (y) not later than ten (10) Business Days after the date of the receipt by the Borrower of the Net Cash Proceeds from any Asset Sale, Borrower shall have delivered to Administrative Agent a Reinvestment Notice stating the amount of such Net Cash Proceeds which is intended to be used to acquire assets useful in the business of the Borrower or the applicable Restricted Subsidiary prior to the Reinvestment Prepayment Date with respect to such Reinvestment Notice, then the amount set forth in such Reinvestment Notice as intended to be reinvested shall not be required to be applied as set forth in thisSection 2.13(b);

(ii) to the extent such Net Cash Proceeds are from an Asset Sale of Collateral, the assets in which such Net Cash Proceeds are reinvested must also be Collateral; and

(iii) if all or any portion of such Net Cash Proceeds are not reinvested in assets in accordance with the applicable Reinvestment Notice (and in the case of Net Cash Proceeds from an Asset Sale of Collateral, in compliance with clause (ii) above) on or prior to the applicable Reinvestment Prepayment Date, such remaining portion shall be applied on the applicable Reinvestment Prepayment Date to prepay Incremental Term Loans and/or the Incremental Delayed Draw Term Loans and/or to reduce the Revolving Credit Commitments, all in accordance withSection 2.13(e).

(c) Unless the Required Prepayment Lenders shall otherwise agree, on any date the Borrower or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Recovery Event, the Incremental Term Loans and the Incremental Delayed Draw Term Loans shall be prepaid, and/or the Revolving Credit Commitments shall be reduced by an amount equal to the amount of such Net Cash Proceeds, which prepayments and reductions shall be applied as set forth inSection 2.13(e);provided, that

(i) if (x) no Default or Event of Default would exist or arise therefrom and (y) not later than ten (10) Business Days after the date of the receipt by the Borrower of the Net Cash Proceeds from any Recovery Event, Borrower shall have delivered to Administrative Agent a Reinvestment Notice stating the amount of such Net Cash Proceeds which is intended to be used to acquire assets useful in the business of the Borrower or the applicable Restricted Subsidiary prior to the Reinvestment Prepayment Date with respect to such Reinvestment Notice, then the amount set forth in such Reinvestment Notice as intended to be reinvested shall not be required to be applied as set forth in thisSection 2.13(c);

(ii) to the extent such Net Cash Proceeds are from a Recovery Event with respect to Collateral, the assets in which such Net Cash Proceeds are reinvested must also be Collateral; and

(iii) if all or any portion of such Net Cash Proceeds are not reinvested in assets in accordance with the applicable Reinvestment Notice (and in the case of Net Cash Proceeds from a Recovery Event with respect to Collateral, in compliance with clause (ii) above) on or prior to the applicable Reinvestment Prepayment Date, such remaining portion shall be applied on the applicable Reinvestment Prepayment Date to prepay Incremental Term Loans and/or the Incremental Delayed Draw Term Loans and/or to reduce the Revolving Credit Commitments, all in accordance withSection 2.13(e);provided,however, that if any portion has not been used prior to the applicable Reinvestment Prepayment Date and Borrower is diligently pursuing the reinvestment of such amount, then such application of the remaining portion shall not be required for so long as such reinvestment is being diligently pursued.

Notwithstanding the foregoing provisions ofSection 2.13(b) andSection 2.13(c), up to $50,000,000 of Net Cash Proceeds of Asset Sales and Recovery Events received by Borrower and its Restricted Subsidiaries from and after January 1, 2011, shall be excluded from the mandatory prepayment provisions contained inSection 2.13(b) andSection 2.13(c).

(d) Unless the Required Prepayment Lenders shall otherwise agree, commencing with fiscal year 2011, if there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Incremental Term Loans and the Incremental Delayed Draw Term Loans shall be prepaid and/or the Revolving Loans shall be prepaid (without any reduction in the Revolving Credit Commitments), by an amount equal to 50% of such Excess Cash Flow, as set forth inSection 2.13(e). Each such prepayment and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than five (5) days after the earlier of (i) the date on which the financial statements of the Borrower referred to inSection 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered.

(e) Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to clauses (a), (b), (c) or (d) of thisSection 2.13 shall be allocated,first, if any Incremental Term Facility or Incremental Delayed Draw Term Facility is then outstanding,pro ratato such Incremental Facility or Facilities, to be applied (x) with respect to any Incremental Term Facility, for the benefit of all Incremental Term Lenders in accordance with their respective Incremental Term Percentages as a prepayment towards the Incremental Term Loans and (y) with respect to any Incremental Delayed Draw Term Facility, the then unfunded Incremental Delayed Draw Term Commitments will be reduced by the lesser of the amount of such prepayment allocated to the Incremental Delayed Draw Term Facility and the then amount of the unfunded Incremental Delayed Draw Term Commitments, and if the amount of such prepayment applied to such Incremental Delayed Draw Term Facility is greater than the then unfunded Incremental Delayed Draw Term Commitments, such excess shall be allocated, for the benefit of all applicable Incremental Delayed Draw Term Lenders in accordance with their respective Incremental Delayed Draw Term Percentages as a prepayment towards the funded Incremental Delayed Draw Term Loans, andsecond, to reduce permanently the Revolving Credit Commitments;provided that (i) the Revolving Credit Commitments shall not be required to be reduced below $200,000,000 and (ii) the Revolving Credit Commitments shall not be required to be reduced in connection with any prepayments under clause (d) of thisSection 2.13. Any such reduction of the Revolving Credit Commitments shall be accompanied by prepayment of the Revolving Credit Loans and/or Swing Line Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Credit Commitments as so reduced,provided that if the aggregate principal amount of Revolving Credit Loans and Swing Line Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in Cash into a cash collateral account subject to documentation reasonably satisfactory to the Administrative Agent.

(f) The Borrower shall provide each of the Incremental Term Lenders and the Incremental Delayed Draw Term Lenders with five (5) Business Days prior written notice of each such prepayment and any Incremental Term Lender or Incremental Delayed Draw Term Lender, at its option, may elect, so long as there are any Incremental Term Loans or Incremental Delayed Draw Term Loans outstanding, not to accept its ratable portion of such prepayment in which event the provisions of the next sentence shall apply. Any Incremental Term Lender or Incremental Delayed Draw Term Lender declining such prepayment (each such Lender being a “Declining Term Loan Lender” and the amount of such Lender’s ratable portion of such prepayment being the “Declined Term Amount”) shall give written notice to the Administrative Agent substantially in the form ofExhibit Q (each, a “Declining Lender Notice”), by 11:00 A.M., New York City time, on the Business Day immediately preceding the date on which such prepayment would otherwise be made, and then the Declined Term Amount for all Declining Term Loan Lenders may be retained by the Borrower;provided, that if part or all of a Declined Term Amount consists of proceeds from the sale or other disposition of Collateral (“Collateral Proceeds”), the portion of any Declined Term Amount that consists of Collateral Proceeds shall be paid to all Lenders that are not Declining Term Loan Lenders (the “Accepting Term Loan Lenders,” and each such Accepting Term Loan Lender being an “Accepting Term Loan Lender”) on apro ratabasis based upon the total amount outstanding (including all accrued but unpaid interest) then owed by Borrower to each such Accepting Term Loan Lender along with any prepayment amount to be paid pursuant to thisSection 2.13;provided,further, that in the event that the Collateral Proceeds exceed the total amount owed to Accepting Term Loan Lenders following mandatory prepayments under thisSection 2.13 (other than the Collateral Proceeds), such amount shall be returned to the Borrower.

2.14Conversion and Continuation Options.

(a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election,provided that any such conversion of Eurodollar Loans may be made only on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election (which notice shall specify the length of the initial Interest Period therefor),provided that no Base Rate Loan under a particular Facility may be converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Facility Lenders in respect of such Facility have, determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(b) The Borrower may elect to continue any Eurodollar Loan as such upon the expiration of the then current Interest Period with respect thereto by giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth inSection 1.1, of the length of the next Interest Period to be applicable to such Loans,provided that no Eurodollar Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Facility Lenders in respect of such Facility have, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility, andprovided,further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

2.15Minimum Amounts and Maximum Number of Eurodollar Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions, continuations and optional prepayments of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $1,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than fifteen Eurodollar Tranches shall be outstanding at any one time.

2.16Interest Rates and Payment Dates.

(a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such dayplus the Applicable Margin in effect for such day.

(b) Each Base Rate Loan shall bear interest for each day on which it is outstanding at a rate per annum equal to the Base Rate in effect for such dayplus the Applicable Margin in effect for such day.

(c) If all or a portion of the principal amount of any Loan or the amount of any Reimbursement Obligation or the amount of any other obligation hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such unpaid amount (to the extent legally permitted) shall bear interest at a rate per annum that is equal to (i) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of thisSection 2.16plus 2% or (ii) in the case of Reimbursement Obligations or any other obligations hereunder, the rate applicable to Base Rate Loans under the Revolving Credit Facilityplus 2%, in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until the date such amount is paid in full (after as well as before judgment).

(d) Interest shall be payable in arrears on each Interest Payment Date,provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.

2.17Computation of Interest and Fees.

(a) Interest, fees and commissions payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans on which interest is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.

(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant toSection 2.16(a).

2.18Inability to Determine Interest Rate. If prior to the first day of any Interest Period:

(a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or

(b) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as Base Rate Loans and (z) any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the then current Interest Period with respect thereto, to Base Rate Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans.

2.19Pro Rata Treatment and Payments.

(a) Each borrowing by the Borrower from the Lenders hereunder and any reduction of the Commitments of the Lenders and, except as provided otherwise inSection 2.27, each payment by the Borrower on account of any Commitment fee or Letter of Credit fee, shall be madepro rata according to the respective Incremental Term Percentages, Incremental Delayed Draw Term Percentages or Revolving Credit Percentages, as the case may be, of the relevant Lenders. Each payment (other than prepayments) in respect of principal or interest in respect of the Incremental Term Loans and Incremental Delayed Draw Term Loans and each payment in respect of fees payable hereunder shall be applied to the amounts of such obligations owing to the Lenderspro rataaccording to the respective amounts then due and owing to the Lenders.

(b) Each payment (including each prepayment) of the Incremental Term Loans shall be allocated among the Incremental Term Lenderspro ratabased on the principal amount of such Incremental Term Loans held by such Incremental Term Lenders, and shall be appliedpro ratato the installments of such Incremental Term Loans;provided,however, that subject to the provisions ofSection 2.8(c), it shall not be a violation of thisSection 2.19(b) if the Borrower pays different interest rates on Incremental Term Loans under different Incremental Term Facilities. Amounts prepaid on account of the Incremental Term Loans may not be reborrowed.

(c) Each payment (including each prepayment) of the Incremental Delayed Draw Term Loans shall be allocated among the Incremental Delayed Draw Term Lenderspro ratabased on the principal amount of such Incremental Delayed Draw Term Loans held by such Incremental Delayed Draw Term Lenders, and shall be appliedpro ratato the installments of such Incremental Delayed Draw Term Loans;provided,however, that subject to the provisions ofSection 2.8(c), it shall not be a violation of thisSection 2.19(c) if the Borrower pays different interest rates on Incremental Delayed Draw Term Loans under different Incremental Delayed Draw Term Facilities. Amounts prepaid on account of the Incremental Delayed Draw Term Loans may not be reborrowed.

(d) Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Credit Loans shall be madepro rataaccording to the respective outstanding principal amounts of the Revolving Credit Loans then held by the Revolving Credit Lenders;provided,however, that subject to the provisions ofSection 2.8(c), it shall not be a violation of thisSection 2.19(d) if the Borrower pays different interest rates on Revolving Credit Loans and/or Incremental Revolving Credit Loans under different Incremental Revolving Credit Facilities. Each payment in respect of Reimbursement Obligations in respect of any Letter of Credit shall be made to the Issuing Lender that issued such Letters of Credit.

(e) The application of any payment of Loans under any Facility (including optional and mandatory prepayments) shall be made,first, to Base Rate Loans under such Facility and,second, to Eurodollar Loans under such Facility. Each payment of the Loans (except in the case of Swing Line Loans and Revolving Credit Loans that are Base Rate Loans) shall be accompanied by accrued interest to the date of such payment on the amount paid.

(f) All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the relevant Lenders, at the Payment Office, in Dollars and in immediately available funds. Any payment made by the Borrower after 12:00 Noon, New York City time, on any Business Day shall be deemed to have been on the next following Business Day. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(g) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans under the relevant Facility, on demand, from the Borrower.

(h) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respectivepro ratashares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

(i) If at any time insufficient funds are received by and available to the Administrative Agent to pay amounts of principal, unreimbursed L/C Obligations, interest and fees then due hereunder, such funds shall be applied (i)first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii)second, towards payment of principal and unreimbursed L/C Obligations.

2.20Requirements of Law.

(a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

(i) shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered bySection 2.21 and changes in the rate of tax on the overall net income of such Lender);

(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or

(iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower in writing (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled, and setting forth in such notice, in reasonable detail, the basis and calculation of such amounts.

(b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor (which request shall set forth, in reasonable detail, the basis and calculation of the additional amount sought), the Borrower shall pay to such Lender such additional amount or amounts as set forth in the aforesaid notice;provided, that the Borrower shall not be required to compensate a Lender pursuant to this clause (b) for any amounts incurred more than six months prior to the date on which such Lender notified the Borrower of such Lender’s intention to claim compensation therefor;provided,further, that if the circumstances giving rise to such claim have a retroactive effect, then such six month period shall be extended to include the period of such retroactive effect.

(c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower (with a copy to the Administrative Agent) and setting forth, in reasonable detail, the basis and calculation of such amounts shall be conclusive in the absence of manifest error. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(d) Notwithstanding anything to the contrary herein, all requests, rules, guidelines or directives under or issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and Basel III by United States regulatory authorities, the Bank for International Settlements or the Basel Committee on Banking Supervision (or any successor or similar authority) shall be deemed to be a change in a Requirement of Law under subsection (a) above and (b) above, as applicable, regardless of the date enacted, adopted or issued.

2.21Taxes.

(a) All payments made by the Borrower or any Guarantor under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on any Agent or any Lender as a result of a present or former connection between such Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Agent’s or such Lender’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) or any Other Taxes are required to be withheld from any amounts payable to any Agent or any Lender hereunder, the amounts so payable to such Agent or such Lender shall be increased to the extent necessary to yield to such Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder that would have been received hereunder or under any other Loan Document had such withholding not been required;provided,however, that neither the Borrower nor any Guarantor shall be required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes (i) that are attributable to such Lender’s failure to comply with the requirements of paragraph (e) or (f) of this Section or (ii) that are United States withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower or a Guarantor with respect to such Non-Excluded Taxes pursuant to this paragraph (a). The Borrower or the applicable Guarantor shall make any such required withholding and pay the full amount withheld to the relevant tax authority or other Governmental Authority in accordance with applicable Requirements of Law.

(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Borrower shall indemnify the Administrative Agent and each Lender within twenty (20) days after written demand therefor, for the full amount of any Non-Excluded Taxes or Other Taxes (including Non-Excluded Taxes or Other Taxes imposed on or attributable to amounts payable under thisSection 2.21) paid by the Administrative Agent or such Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto (subject to the remaining provisions of thisSection 2.21 and provided that thisSection 2.21(c) shall not apply to the extent that any such amounts are compensated for by an increased payment underSection 2.21(a)). A certificate stating the amount of such payment or liability and setting forth in reasonable detail the calculation thereof delivered to the Borrower by the Administrative Agent or a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest error;provided, that if the Borrower objects to any payment or liability within ten (10) days of receipt of such certificate, the Lender or the Administrative Agent shall work in good faith with the Borrower to resolve any such objection

(d) Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for the account of the relevant Agent or Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Agents and the Lenders for any incremental taxes, interest or penalties that may become payable by any Agent or any Lender as a result of any such failure. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(e) Each Lender (or Transferee) that is not a “United States Person” within the meaning of Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) (i) two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, (ii) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest” a statement substantially in the form ofExhibit J and a Form W-8BEN, or (iii) two copies of Internal Revenue Service Form W-8IMY (together with forms listed under clauses (i) or (ii) hereof, as may be required) or any subsequent versions thereof or successors thereto, in each case, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by the Borrower under this Agreement and the other Loan Documents together with such supplementary documentation as may be prescribed by applicable law and reasonably requested by the Borrower or the Administrative Agent to permit such Person to determine the withholding or deduction required to be made. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation). In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to deliver.

(f) A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, 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,provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s reasonable judgment such completion, execution or submission would not materially prejudice the legal position of such Lender.

2.22Indemnity. The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment or conversion of Eurodollar Loans on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any)over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurodollar market. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

2.23Illegality. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert Base Rate Loans to Eurodollar Loans shall forthwith be canceled and (b) such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant toSection 2.22.

2.24Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation ofSection 2.20,Section 2.21(a) orSection 2.23 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event;provided, that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, andprovided,further, that nothing in this Section shall affect or postpone any of the obligations of any Borrower or the rights of any Lender pursuant toSection 2.20,Section 2.21(a) orSection 2.23.

2.25Replacement of Lenders.If any Lender (a) requests reimbursement for amounts owing pursuant toSection 2.20(a) orSection 2.21(a), (b) is affected in the manner described inSection 2.23 and as a result thereof any of the actions described in suchSection 2.23 is required to be taken, (c) becomes a Defaulting Lender or (d) refuses to consent to an amendment, modification or waiver pursuant toSection 10.1, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse, 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 (i) the Borrower shall have paid to the Administrative Agent the registration and processing fee (if applicable), (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from such Assignee (to the extent of such outstanding principal, accrued interest, fees and/or breakage costs) or the Borrower (in the case of all other amounts), (iii) such Assignee is able to make, maintain or continue, as applicable, Eurodollar Loans and (iv) such assignment does not conflict with any applicable Law. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

2.26Back-Stop Arrangements.

(a) Section 2.7 andSection 3.9 contemplate Back-Stop Arrangements in certain circumstances to support the issuance of Letters of Credit and funding of Swing Line Loans. The Borrower, and to the extent provided by any Revolving Credit Lender (which is provided solely at the option of such Revolving Credit Lender), such Revolving Credit Lender, hereby grants to the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers, the Revolving Credit Lenders and the Swing Line Lender, a security interest in all such cash, deposit accounts and all balances therein, and all other property provided as collateral pursuant toSection 2.7 andSection 3.9, and all proceeds of the foregoing. Cash collateral shall be maintained in blocked, interest bearing deposit accounts at the Administrative Agent. For the avoidance of doubt, to the extent that any other Person may have a claim, by virtue of an intercreditor arrangement, tag-along right or any other term in any other document or instrument, to share in any Back-Stop Arrangement provided pursuant to any of the aforementioned sections of this Agreement, the L/C Issuers, the Swing Line Lender or the Administrative Agent, as applicable, may take such provisions into account in determining whether any Back-Stop Arrangement is satisfactory.

(b) Notwithstanding anything to the contrary contained in this Agreement, Back-Stop Arrangements provided by any Defaulting Lender pursuant toSection 2.7 orSection 3.9 to support the obligations of such Lender in respect of Letters of Credit or Swing Line Loans shall be held and applied,first, to fund the participations of such Lender in Letters of Credit and Swing Line Loans, or such Lender’s Revolving Credit Percentage of Revolving Credit Loans used to repay L/C Obligations or Swing Line Loans with respect to which Back-Stop Arrangements were provided, as applicable, and,second, to fund any interest accrued for the benefit of the Issuing Lender or Swing Line Lender pursuant toSection 2.7(d) orSection 3.4(b) andSection 2.16(c) allocable to such Lender.

(c) Back-Stop Arrangements shall be released (except as the Issuing Lender and/or the Swing Line Lender and the Person providing such Back-Stop Arrangements may agree otherwise (as applicable)) promptly following the earlier to occur of (i) the termination of such Lender’s status as a Defaulting Lender; (ii) following the applicable Issuing Lender’s or the Swing Line Lender’s (as applicable) good faith determination that there remain outstanding no L/C Obligations or Swing Line Loans, as applicable, as to which it has actual or potential Fronting Exposure in relation to such Defaulting Lender as to which it desires to maintain Back-Stop Arrangements; or (iii) following the replacement of such Lender as provided for inSection 2.25 of this Agreement and the assumption of such Defaulting Lender’s Commitments by the applicable replacement Lender.

2.27Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(a)Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth inSection 10.1.

(b)Reallocation of Loan Payments. (i) Any payment or prepayment of any portion of the principal amount of Revolving Credit Loans of such Lender (whether voluntary or mandatory, as a result of set-off, at maturity, pursuant toSection 8 or otherwise) shall be applied,first, to the Revolving Credit Loans of other Lenders as if such Defaulting Lender had no Loans outstanding, until such time as the Revolving Credit Extensions of each Revolving Credit Lender shall equal its Revolving Credit Percentage of the Total Revolving Extensions of Credit (without giving effect toSection 2.27(d)) ratably to the Revolving Credit Lenders in accordance with their Revolving Credit Percentages of Revolving Credit Loans being repaid or prepaid;second,to the then outstanding amounts (including interest thereon) owed under the terms hereof by such Defaulting Lender to the Administrative Agent or (to the extent the Administrative Agent has received notice thereof) to any other Lender, ratably to the Persons entitled thereto, andthird, to the posting of Cash Collateral in respect of its Revolving Credit Percentage of the L/C Obligations and the Swing Line Loans, ratably to the Issuing Lenders and the Swing Line Lender in accordance with their respective applicable Fronting Exposures, and (ii) any other amounts thereafter received by the Administrative Agent for the account of such Defaulting Lender (including amounts made available to the Administrative Agent by such Defaulting Lender pursuant toSection 10.7) shall be applied,first, to the liabilities above referred to in itemsecond of clause (i) above, andsecond, to the matters above referred to in itemthird of clause (i) above. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are reallocated to pay outstanding amounts owed by a Defaulting Lender or to provide Back-Stop Arrangements pursuant to thisSection 2.27(b) shall be deemed paid to such Defaulting Lender, and each Lender hereby irrevocably consents thereto.

(c)Certain Fees. Such Defaulting Lender (i) shall not be entitled to receive any commitment fee pursuant toSection 2.10(a) orSection 2.10(b) for any period during which such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender) and (ii) shall only be entitled to receive any fee pursuant toSection 3.3(a) for any period during which such Lender is a Defaulting Lender only to the extent allocable to its Revolving Credit Percentage of the stated amount Letters of Credit for which Letter of Credit Back-Stop Arrangements have been provided by such Lender pursuant toSection 3.9, as applicable (and the Borrower shall (x) be required to pay to each Issuing Lender, as applicable, the amount of such fee allocable to its Fronting Exposure arising from such Defaulting Lender and (y) not be required to pay the remaining amount of such fee that otherwise would have been required to have been paid to such Defaulting Lender).

(d)Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender as to which the Issuing Lenders or the Swing Line Lender (as applicable) has not received Back-Stop Arrangements acceptable to it in respect of the related participation and funding obligations of such Defaulting Lender, then for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant toSection 2.4(b),Section 2.4(c) andSection 3.4, the “Revolving Credit Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Credit Commitment of such Defaulting Lender;provided, that in all cases, the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans shall not exceed the positive difference, if any, between (1) the Revolving Credit Commitment of such non-Defaulting Lender and (2) the Revolving Extension of Credit of such Lender.

A Lender that has become a Defaulting Lender because of an event referenced in the definition of Defaulting Lender may cure such status and shall no longer constitute a Defaulting Lender as a result of such event when (i) such Defaulting Lender shall have fully funded or paid, as applicable, all Loans, participations in respect of Letters of Credit or Swing Line Loans or other amounts required to be funded or paid by it hereunder as to which it is delinquent (together, in each case, with such interest thereon as shall be required to be paid to any Person as otherwise provided in this Agreement), (ii) the Administrative Agent and the Borrower shall have received a certification by such Defaulting Lender of its ability and intent to comply with the provisions of this Agreement going forward and (iii) each of (v) the Administrative Agent, (w) each Issuing lender, (x) the Swing Line Lender, (y) any other Lender as to which a delinquent obligation was owed and (z) in the case of the failure to fund any Loan, the Borrower, shall have determined (and notified the Administrative Agent) that they are satisfied, in their sole discretion, that such Defaulting Lender intends to continue to perform its obligations as a Lender hereunder and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder. No reference in this subsection to an event being “cured” shall preclude any claim by any Person (including the Borrower) against any Lender that becomes a Defaulting Lender for such direct damages as may otherwise be available to such Person arising from any failure to fund or pay any amount when due hereunder or from any other event that gives rise to any Lender becoming a Defaulting Lender.

SECTION 3.
LETTERS OF CREDIT

3.1L/C Commitment.

(a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth inSection 3.4(a), agrees to issue standby letters of credit and, to the extent available from such Issuing Lender, commercial letters of credit (collectively, the “Letters of Credit”) for the account of the Borrower on any Business Day from the Effective Date until the Revolving Credit Termination Date in such form as may be approved from time to time by such Issuing Lender;provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero. Each Letter of Credit shall (A) be denominated in Dollars and (B) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date which is five Business Days prior to the Revolving Credit Termination Date;provided, that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). The parties hereto agree that the Existing Letters of Credit shall be deemed to be Letters of Credit issued under and pursuant to the provisions of thisSection 3.1(a).

(b) Notwithstanding the foregoing, no Letter of Credit shall be issued the Stated Amount of which, when added to the L/C Obligations then outstanding (in each case exclusive of Payment Amounts which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed (x) the L/C Commitment and (y) when added to the aggregate outstanding principal amount of all Revolving Credit Loans and all Swing Line Loans then outstanding, the Total Revolving Credit Commitment.

(c) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

3.2Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender and the Administrative Agent at their addresses for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Upon receipt of any Application, an Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after receipt by such Issuing Lender and the Administrative Agent of the Application therefor and all such other certificates, documents and other papers and information relating thereto). Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower and the Administrative Agent. Each Issuing Lender shall promptly give notice to the Administrative Agent of the issuance of each Letter of Credit issued by such Issuing Lender (including the amount thereof).

3.3Fees and Other Charges.

(a) The Borrower will pay a fee on the aggregate drawable amount of all outstanding Letters of Credit in consideration of the L/C Participations noted inSection 3.4 below at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Credit Facility, shared ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Percentages and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date;provided,however, any such fee otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided cash collateral or other credit support arrangements satisfactory to the applicable L/C Issuer pursuant toSection 3.1(c) shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Lenders in accordance with the upward adjustments in their respective Revolving Credit Percentages allocable to such Letter of Credit pursuant toSection 2.27(d), with the balance of such fee, if any, payable to the applicable L/C Issuer for its own account. In addition, the Borrower shall pay to the relevant Issuing Lender for its own account a fronting fee (in an amount to be agreed to by the Borrower and such Issuing Lender) on the aggregate drawable amount of all outstanding Letters of Credit issued by it, which fee shall be payable quarterly in arrears on the last day of each March, June, September and December, and the Revolving Credit Termination Date.

(b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

3.4L/C Participations.

(a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk, a participation interest as described below. Each L/C Participant shall be deemed to have irrevocably accepted and purchased from such Issuing Lender and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk, an undivided interest equal to such L/C Participant’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender, upon demand at the Administrative Agent’s Payment Office (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed. Upon any change in the respective Revolving Credit Commitments or Revolving Credit Percentages of the Lenders pursuant to the terms hereof, it is hereby agreed that, with respect to all such outstanding Letters of Credit and, in each case, any related Payment Amounts, there shall be an automatic adjustment to the participations pursuant to thisSection 3.4 to reflect the new Revolving Credit Percentages of the assignor and assignee Lender or of all Lenders with respective Revolving Credit Commitments, as applicable.

(b) If any amount required to be paid by any L/C Participant to the Administrative Agent, for the account of an Issuing Lender, pursuant toSection 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is not paid to such Issuing Lender within three Business Days after the date such payment is due, such Issuing Lender shall so notify the Administrative Agent, who shall notify such L/C Participant and such L/C Participant shall pay to the Administrative Agent, for the account of such Issuing Lender on demand (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i) such amount,times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender,times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant toSection 3.4(a) is not made available to the Administrative Agent, for the account of such Issuing Lender, by such L/C Participant within three Business Days after the date such payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Credit Facility. A certificate the Administrative Agent submitted on behalf of such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error.

(c) Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from the Administrative Agent or any L/C Participant itspro ratashare of such payment in accordance withSection 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to the Administrative Agent, for the account of such L/C Participant (and thereafter the Administrative Agent shall promptly pay such L/C Participant), itspro ratashare thereof;provided,however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent, for the account of such Issuing Lender (and thereafter the Administrative Agent shall promptly pay to such Issuing Lender), the portion thereof previously distributed by such Issuing Lender.

3.5Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender, on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing,Section 2.16(b) and (ii) thereafter,Section 2.16(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) ofSection 8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified inSection 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant toSection 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant toSection 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant toSection 2.5 (or, if applicable,Section 2.7), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

3.6Obligations Absolute. The Borrower’s obligations under thisSection 3 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each Issuing Lender that such Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations underSection 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Issuing Lender. The Borrower agrees that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards or care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender to the Borrower.

3.7Letter of Credit Payments. If any draft shall be presented for payment under any Letter of Credit, the relevant Issuing Lender shall promptly notify the Borrower of the date and amount thereof. The responsibility of the relevant Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit, in addition to any payment obligation expressly provided for in such Letter of Credit issued by such Issuing Lender, shall be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment appear on their face to be in conformity with such Letter of Credit.

3.8Applications. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of thisSection 3, the provisions of thisSection 3 shall apply.

3.9Lender Defaults. No Issuing Lender shall have any obligation to issue any Letter of Credit if (a) any Revolving Credit Lender is at such time a Defaulting Lender or (b) such Issuing Lender, in its reasonable discretion, determines that there may be a risk of one or more Revolving Credit Lenders becoming a Defaulting Lender(s), unless, in either case, such Issuing Lender has entered into arrangements satisfactory to such Issuing Lender and the Borrower to eliminate such Issuing Lender’s actual or potential Fronting Exposure with respect to such Revolving Credit Lender, including by cash collateralizing such Revolving Credit Lender’s Revolving Credit Percentage of L/C Obligations then outstanding (such arrangements, the “Letter of Credit Back-Stop Arrangements”).

SECTION 4.
REPRESENTATIONS AND WARRANTIES

To induce the Agents and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit, the Borrower hereby represents and warrants to each Agent and each Lender that:

4.1Financial Condition.

(a) [Intentionally Omitted].

(b) The audited consolidated and unaudited consolidating balance sheets of the Borrower as of December 31, 2010, and as of the most recent fiscal year for which financial statements are required to be delivered underSection 6.1(a) and the related consolidated and consolidating statements of income and consolidated statements of cash flows for the fiscal years ended on such dates, (in the case of consolidated financial statements, reported on by and accompanied by an unqualified report from a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to the Administrative Agent) in each case, present fairly the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein).

(c) The unaudited consolidated and consolidating balance sheets of the Borrower as of March 31, 2011, and as of the most recent fiscal quarter for which financial statements are required to be delivered underSection 6.1(b) and the related consolidated and consolidating statements of income and consolidated statements of cash flows for the fiscal quarter and the year-to-date ended on such dates, in each case, present fairly the consolidated and consolidating financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated and consolidating results of its operations and its consolidated cash flows for the respective fiscal period then ended (subject to year end adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein).

(d) The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases other than those not prohibited hereunder or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in thisSection 4.1.

4.2No Change. Since December 31, 2010 there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect.

4.3Organizational Existence; Compliance with Law. Each of the Borrower and its Restricted Subsidiaries, other than Immaterial Subsidiaries, (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the organizational power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except to the extent that the failure to be so qualified or be in good standing could not reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.4Organizational Power; Authorization; Enforceable Obligations. Each Loan Party has the organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each Loan Party has taken all necessary corporate or other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or the execution, delivery,

performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices which have been obtained or made and are in full force and effect; and certain consents, authorization, filings and notices specifically identified onSchedule 4.4 which have not been obtained, but have been requested and are anticipated to be received in the due course of business of the applicable party from whom such consent or authorization has been requested and (ii) the filings referred to inSection 4.19 andSection 6.11. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

4.5No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate in any material respect any Requirement of Law or any Contractual Obligation of the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

4.6No Material Litigation. No litigation, action, suit, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby except proceedings of the Gaming Boards identified onSchedule 4.4, or (b) that could reasonably be expected to have a Material Adverse Effect.

4.7No Default. Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect that could reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

4.8Ownership of Property; Liens. Each of the Borrower and its Restricted Subsidiaries has marketable and insurable title to, or a valid leasehold interest in, all its material real property, and good title to, or a valid leasehold interest in, all its other material Property, and the Property is not subject to any Lien except as permitted bySection 7.3.

4.9Intellectual Property. The Borrower and its Restricted Subsidiaries own, or are licensed to use, all material Intellectual Property necessary for the conduct of their business as currently conducted, taken as a whole. No material claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property in a manner that reasonably could be expected to result in a Material Adverse Effect, nor does the Borrower know of any valid basis for any such claim. The use of such Intellectual Property by the Borrower and its Restricted Subsidiaries does not infringe on the rights of any Person in any material respect in a manner that reasonably could be expected to result in a Material Adverse Effect.

4.10Taxes. Each of the Borrower and each of its Restricted Subsidiaries has filed or caused to be filed all federal, state and other material tax returns that are required to be filed and has paid all material taxes shown to be due and payable on said returns or on any assessments made against it or any of its Property and all other taxes, fees or other charges imposed on it or any of its Property by any Governmental Authority (other than those with respect to which the amount or validity thereof is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or its Subsidiaries, as the case may be); and no tax Lien, other than Liens permitted underSection 7.3(a), has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge.

4.11Federal Regulations. No part of the proceeds of any Loans will be used for “purchasing” or “carrying” any “margin stock” (within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect) in a manner that is in violation of any of the Regulations of the Board or for any purpose that otherwise violates the provisions of the Regulations of the Board. If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.

4.12Labor Matters. There are no strikes or other labor disputes against the Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower, threatened that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. Hours worked by and payment made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. All payments due from the Borrower or any of its Subsidiaries on account of employee health and welfare insurance that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect if not paid have been paid or accrued as a liability on the books of the Borrower or the relevant Subsidiary.

4.13ERISA. None of (i) a Reportable Event, (ii) any failure by any Plan to satisfy the minimum funding standard applicable to such Plan under Section 412 or 430 of the Code or Section 302 or 303 of ERISA or (iii) any “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) with respect to any Plan has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code except where such noncompliance could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date

prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount. Except those arising out of the operations of the Atlantic City Entities (which arose prior to January 1, 2010 and all of the related liabilities have been paid), neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is in Reorganization or Insolvent.

4.14Investment Company Act; Other Regulations. No Loan Party is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any Requirement of Law (other than Regulation X of the Board) which limits its ability to incur Indebtedness.

4.15Subsidiaries.

(a) The Subsidiaries listed onSchedule 4.15(a) constitute all the Subsidiaries of the Borrower at the Effective Date.Schedule 4.15(a) sets forth as of the Effective Date the name and jurisdiction of formation of each Subsidiary and, as to each Subsidiary, the percentage of each class of Capital Stock owned by each Loan Party.Schedule 4.15(a) also identifies all of the Unrestricted Subsidiaries and Immaterial Subsidiaries as of the Effective Date.

(b) As of the Effective Date, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options, restricted stock and phantom stock units issued or granted to employees or directors pursuant to an equity plan adopted by the Borrower and directors’ qualifying shares, and with respect to the Capital Stock of the Borrower, subscriptions, options, warrants, calls, rights or other agreements or commitments to which the Borrower is not a party) of any nature relating to any Capital Stock of the Borrower or any Subsidiary, except as disclosed onSchedule 4.15(b).

4.16Use of Proceeds. The proceeds of the Incremental Term Loans and Incremental Delayed Draw Term Loans shall be used for general corporate purposes of the Borrower and its Restricted Subsidiaries, including (i) to repay the revolving loans under this Agreement and for fees and expenses associated therewith, (ii) to pay the fees and expenses related to this amendment and restatement of this Agreement and (iii) to pay for all or a portion of the Expenses associated with the Unfinished Projects and any other development property. The proceeds of the Revolving Credit Loans shall be used for general corporate purposes of the Borrower and its Restricted Subsidiaries, including (A) to pay for all or a portion of the Expenses associated with the Unfinished Projects and any other development property and (B) to pay the fees and expenses related to this amendment and restatement of the Existing Credit Agreement;provided, that the proceeds of the Revolving Credit Loans may not be used to make an optional prepayment of Incremental Term Loans.

4.17Environmental Matters. Other than exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect:

(a) The Borrower and its Subsidiaries: (i) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current or intended operations or for any property owned, leased, or otherwise operated by any of them; (iii) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits; and (iv) reasonably believe that: (A) each of their Environmental Permits will be timely renewed and complied with, without material expense; (B) any additional Environmental Permits that may be required of any of them will be timely obtained and complied with, without material expense; and (C) compliance with any Environmental Law that is or is expected to become applicable to any of them will be timely attained and maintained, without material expense.

(b) Materials of Environmental Concern are not present at, on, under, in, or about any real property now or formerly owned, leased or operated by the Borrower or any of its Subsidiaries, or at any other location (including, without limitation, any location to which Materials of Environmental Concern have been sent for re-use or recycling or for treatment, storage, or disposal) which could reasonably be expected to (i) give rise to liability of the Borrower or any of its Subsidiaries under any applicable Environmental Law or otherwise result in costs to the Borrower or any of its Subsidiaries, or (ii) interfere with the Borrower’s or any of its Subsidiaries’ continued operations, or (iii) impair the fair saleable value of any real property owned or leased by the Borrower or any of its Subsidiaries.

(c) There is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under or relating to any Environmental Law to which the Borrower or any of its Subsidiaries is, or to the knowledge of the Borrower or any of its Subsidiaries will be, named as a party that is pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened.

(d) Neither the Borrower nor any of its Subsidiaries has received any written request for information, or been notified that it is a potentially responsible party under or relating to the federal Comprehensive Environmental Response, Compensation, and Liability Act or any similar Environmental Law, or with respect to any Materials of Environmental Concern.

(e) Neither the Borrower nor any of its Subsidiaries has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with or liability under any Environmental Law.

(f) Neither the Borrower nor any of its Subsidiaries has assumed or retained, by contract or operation of law, any liabilities of any kind, fixed or contingent, known or unknown, under any Environmental Law or with respect to any Material of Environmental Concern.

4.18Accuracy of Information, etc. No statement or information (other than projections andpro formafinancial information) contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (giving effect to any updates and/or supplements which were provided prior to the date of making this representation), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading. The financial projections andpro forma financial information in the material referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that because the projections are based on estimates and assumptions as to future events, they are inherently uncertain and actual results during the period or periods covered by such projections may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

4.19Security Documents.

(a) The Security Documents (including, to the extent that amendments to any Pledge Agreements (Gaming Regulated) are required in connection with this Agreement, after the execution and delivery of the applicable Post-Closing Gaming Pledge Agreement Amendment, each such Pledge Agreements (Gaming Regulated), as so amended) are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. From and after execution and delivery thereof, the Post-Closing Gaming Pledges will be effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock pledged in favor of the Administrative Agent pursuant to the Pledge Agreements, when any certificates representing such Pledged Stock that is a security under Section 8-102(a)(15) of the UCC are delivered to the Administrative Agent, and in the case of the other Collateral described in the Security Documents as to which a security interest can be perfected by filing of the UCC financing statement, when UCC financing statements in appropriate form are filed in the offices specified onSchedule 4.19(a) (which financing statements have been duly completed and delivered to the Administrative Agent), the security interests created by the Security Documents securing such Collateral shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted bySection 7.3).

(b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; and each Mortgage shall (as of the Effective Date in the case of the Mortgages filed on or prior to the Effective Date (after giving effect to the amendments set forth onSchedule 4.19(b) (which have been executed and delivered to the Administrative Agent)) and when such Mortgage is filed in the recording office designated by the Borrower in the case of any Mortgage to be executed and delivered pursuant toSection 6.10(b)) constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage).

4.20Solvency. The Borrower and its Subsidiaries, taken as a whole, are, and after giving effect to the incurrence of all Indebtedness and obligations being incurred in connection herewith will be and will continue to be, Solvent.

4.21Senior Indebtedness. The Obligations constitute “Senior Debt” of the Borrower under and as defined in the Indentures governing Subordinated Obligations or Permitted Refinancing Subordinated Obligations. The obligations of each Subsidiary Guarantor under the Subsidiary Guaranty constitute “Guarantor Senior Indebtedness” of such Subsidiary Guarantor under and as defined in the Indentures governing Subordinated Obligations or Permitted Refinancing Subordinated Obligations.

4.22Regulation H. No Mortgage encumbers improved real property which is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (except any Mortgaged Properties as to which such flood insurance as required by Regulation H has been obtained and is in full force and effect as required by this Agreement).

4.23Gaming Laws. The Borrower and the Restricted Subsidiaries are incompliance with all applicable Gaming Laws in all respects which are applicable to the operations, businesses and prospects of the Borrower and the Restricted Subsidiaries, taken as a whole, except where such noncompliance could not reasonably be expected to result in a Material Adverse Effect.

4.24Insurance Proceeds. The Estimated Business Interruption Insurance included in the most recent certificate delivered by the Borrower pursuant toSection 6.2 is a good faith estimate of the aggregate amount to be received with respect to business interruption insurance for the applicable periods with respect to the Property of the Borrower or its Restricted Subsidiaries.

SECTION 5.
CONDITIONS PRECEDENT

5.1Conditions to Initial Extension of Credit. The agreement of each Lender to make the initial extension of credit requested to be made by it hereunder is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Effective Date, of the following conditions precedent:

(a) Loan Documents. The Administrative Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer of the Borrower, the Administrative Agent and each Lender, (ii) a ratification of the Subsidiary Guaranty, executed and delivered by a duly authorized officer of each Subsidiary Guarantor, (iii) a ratification of each of the Security Documents (including the Mortgages with respect to each of the Mortgaged Properties) executed and delivered by each party thereto, (iv) if not previously delivered pursuant to the Existing Credit Agreement, a Lender Addendum executed and delivered by each Lender with a Revolving Credit Commitment and accepted by the Borrower and (v) such changes to the other Loan Documents as may be reasonably requested by the Administrative Agent or the Lead Arrangers to reflect the amendment and restatement of the Existing Credit Agreement and the changes incorporated as a result of such amendment and restatement pursuant to this Agreement.

(b) No Default. No Default or Event of Default shall have occurred and be continuing on the Effective Date after giving effect to the extensions of credit to be made on such date and the application of the proceeds of such extensions of credit.

(c) Financial Statements, Pro-Forma Balance Sheet and Projections. The Lenders shall have received (i) the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of fiscal year 2010 and the related audited consolidated statements of income and of cash flows for such year and (ii) the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of the most recent fiscal quarter end 45 days prior to the Effective Date and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter. There shall not have occurred any event, development or circumstance since December 31, 2010 that has caused or could reasonably be expected to have a Material Adverse Effect or that calls into question in any material respect the projections previously supplied to the Lenders or any of the material assumptions on which such projections were prepared.

(d) Approvals. All governmental and third party approvals (excluding only the consents and approvals listed onSchedule 4.4 attached hereto) necessary or, in the discretion of the Administrative Agent, advisable in connection with the transactions contemplated by this Agreement and the continuing operations of the Borrower and its Subsidiaries as presently conducted shall have been obtained and be in full force and effect or otherwise applied for or requested (and the Borrower has no reason to believe that they will not be obtained in due course), and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby.

(e) Termination of Revolving Credit Commitments; Amendment and Restatement of the Existing Credit Agreement. The Administrative Agent shall have received evidence (in a form reasonably satisfactory to the Administrative Agent) that the Borrower has terminated all Revolving Credit Commitments under the Existing Credit Agreement as of the Effective Date and paid all amounts due to the Lenders under the Existing Credit Agreement (as in effect immediately prior to the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement). In connection with the foregoing and the execution and delivery of this Agreement, the Existing Credit Agreement shall be simultaneously amended and restated pursuant to the terms hereof, and arrangements satisfactory to the Administrative Agent shall have been made for the amendment of Liens and security interests granted in connection therewith.

(f) Fees. The Arrangers, Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including reasonable fees, disbursements and other charges of counsel to the Agents), on or before the Effective Date. All such amounts will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding instructions given by the Borrower to the Administrative Agent on or before the Effective Date.

(g) Business Plan. The Lenders shall have received a business plan for fiscal years 2011-2015 and a satisfactory written analysis of the business and prospects of the Borrower and its Subsidiaries for the period from the Effective Date through the final maturity of the Facilities, all in form and substance reasonably satisfactory to the Lenders.

(h) Solvency Analysis. The Lenders shall have received a satisfactory solvency certificate and analysis by the chief financial officer of the Borrower in a form reasonably acceptable to the Administrative Agent, which shall document the solvency of the Borrower and its Restricted Subsidiaries considered as a whole after giving effect to the transactions contemplated hereby, in form and substance reasonably satisfactory to the Lenders.

(i) Lien Searches. The Administrative Agent shall have received the results of recent lien searches in each of the jurisdictions in which Uniform Commercial Code financing statement or other filings or recordations should be made to evidence or perfect security interests in all or any portion of the assets of the Loan Parties (including, without limitation, tax liens, judgments, litigation, trademark liens, ship mortgages and UCC filings), and such searches shall reveal no liens on any of the assets of the Loan Parties, except for Liens permitted bySection 7.3.

(j) Flood Insurance. The Administrative Agent shall have received (i) a policy of flood insurance that (x) covers any parcel of improved real property that is encumbered by any Mortgage that is in a designated flood zone and for which insurance can be obtained under the National Flood Insurance Act of 1968; (y) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less; and (z) has a term ending not later than the maturity of the indebtedness secured by such Mortgage or that may be extended to such maturity date; and (ii) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board.

(k) Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Effective Date, substantially in the form ofExhibit K, with appropriate insertions and attachments.

(l) Legal Opinions. The Lenders shall have received satisfactory opinions of counsels (including opinions of appropriate local counsels in relevant jurisdictions) to the Borrower and the Guarantors (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of this Agreement and the other Loan Documents as amended or otherwise modified in connection with this Agreement and the validity of the Liens pursuant to the Security Documents). Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as are customary for similar transactions.

(m) Corporate Documents. Such certificates with respect to resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers as the Administrative Agent or the Lenders may reasonably 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.

(n) No Litigation. There is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect.

(o) Pledged Stock; Stock Powers. To the extent not previously delivered, the Administrative Agent shall have received the certificates representing the shares of Capital Stock that are securities under Section 8-102(a)(15) of the UCC pledged pursuant to the Pledge Agreements, together with an undated stock power or assignment for each such certificate executed in blank by a duly authorized officer of the pledgor thereof;provided, the Lenders and the Administrative Agent acknowledge that the perfection of a security interest in Capital Stock subject to the Pledge Agreements (Gaming Regulated) requires prior approval of such Pledge Agreements (Gaming Regulated) by the applicable Gaming Boards.

(p) Filings, Registrations and Recordings. The Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent and the Arrangers that the Liens created pursuant to the Security Document continue on and after the Effective Date to be valid and perfected Liens (excluding any Liens that can only be perfected by entering into control agreements), prior and superior in right to any other Person (other than with respect to Liens expressly permitted bySection 7.3), and that each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to maintain such perfection and priority in favor of the Administrative Agent, for the benefit of the Secured Parties shall have been filed, registered or recorded or shall have been delivered to the Administrative Agent and be in proper form for filing, registration or recordation.

(q) Title Insurance. The Administrative Agent shall have received, and the title insurance company shall have issued such endorsements to the mortgagee’s extended coverage (ALTA) title insurance policy in respect of each Mortgaged Property as the Administrative Agent may reasonably request.

(r) Insurance. To the extent not previously delivered, the Administrative Agent shall have received insurance certificates evidencing that the requirements of this Agreement and the Mortgages with respect to the maintenance of insurance have been satisfied.

5.2Conditions to Each Extension of Credit. The agreement of each Lender to make any extension of credit requested to be made by it hereunder on any date (including, without limitation, its initial extension of credit on the Effective Date) is subject to the satisfaction of the following conditions precedent:

(a) Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except for those representations and warranties that speak as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such specific date).

(b) No Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date and the application of the proceeds of such extensions of credit.

(c) Pro Forma Compliance. With respect to the closing of any Incremental Facility, after givingpro formaeffect to the funding of all Incremental Loans funded under such Incremental Facility on the Incremental Facility Effective Date, and the application of the proceeds thereof on such funding date, the Borrower is inpro formacompliance with the Financial Condition Covenants set forth inSection 7.1 as of the last day of the most recently ended fiscal quarter of the Borrower, with respect to which financial statements have been delivered or required to be delivered pursuant toSection 6.1(a) orSection 6.1(b), as if such Incremental Loans had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith.

SECTION 6.
AFFIRMATIVE COVENANTS

The Borrower hereby agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or any Agent hereunder, the Borrower shall and shall cause each of its Restricted Subsidiaries to:

6.1Financial Statements. Furnish to the Administrative Agent:

(a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, (i) a copy of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures as of the end of and for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to the Administrative Agent; and (ii) supporting consolidating financial information in a form reasonably acceptable to the Administrative Agent; and

(b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, (i) the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, and (ii) supporting consolidating financial information in a form reasonably acceptable to the Administrative Agent, in each case, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments);

all such financial statements to be complete and correct in all material respects and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).

6.2Certificates; Other Information. Furnish to the Administrative Agent:

(a) concurrently with the delivery of the financial statements referred to inSection 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate (it being understood that such certificate shall be limited to the items that independent certified public accountants are permitted to cover in such certificates pursuant to their professional standards and customs of the profession);

(b) concurrently with the delivery of any financial statements pursuant toSection 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of quarterly or annual financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance by the Borrower and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be;

(c) as soon as available, and in any event no later than 45 days after the end of each fiscal year of the Borrower, detailed quarterly consolidated budgets for such fiscal year (including quarterly projected consolidated balance sheets of the Borrower and its consolidated Subsidiaries as of the end of the following fiscal year, and the related quarterly consolidated statements of projected cash flow, quarterly projected changes in financial position and quarterly projected income), and, as soon as available, significant revisions, if any, of such budget and projections for such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect;

(d) if the Borrower is not required to file financial statements with the SEC, within 45 days after the end of each fiscal quarter of the Borrower, a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its consolidated Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous year;

(e) within five days after the same are sent, copies (or if such statements are publicly available, notice of such availability) of all financial statements and reports that the Borrower sends to the holders of any class of its debt securities or public equity securities and, within five days after the same are filed, copies of all financial statements and reports that the Borrower makes to, or files with, the SEC;

(f) promptly, such additional financial and other information as any Lender may from time to time reasonably request; and

(g) if all or any portion of the Condo Component is to be developed by the Borrower or any of its Restricted Subsidiaries, as soon as practicable, the Borrower shall deliver to the Administrative Agent, with respect to the Condo Component, the following information and materials (collectively, the “Condo Information Package”):

(i) the construction budget, the construction timetable and the construction plans and specifications; and

(ii) the organizational documents of any Person formed as a Restricted Subsidiary to own and/or develop the Condo Component.

The Borrower shall cause representatives of the Borrower to be available to discuss the Condo Information Package (and its contents) with the Administrative Agent, and shall attempt to answer and resolve any questions the Administrative Agent may have concerning the Condo Information Package.

6.3Payment of Obligations. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except (a) where the amount or validity thereof is currently being contested in good faith by appropriate proceedings, if any, and reserves in conformity with GAAP with respect thereto have been provided on the books of the Borrower or its Subsidiaries, as the case may be or (b) to the extent that failure to do so could not be reasonably expected to have a Material Adverse Effect.

6.4Conduct of Business and Maintenance of Existence, etc.

(a) (i) Preserve, renew and keep in full force and effect its corporate or other existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted bySection 7.4 and except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

(b) comply with all Contractual Obligations and Requirements of Law, except (i) to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, or (ii) with respect to Contractual Obligations and/or Requirements of Law being diligently contested in good faith;provided, that the result of such contest could not reasonably be expected to have a Material Adverse Effect; and

(c) conduct the operations of the Property subject to the Indiana Power of Attorney (the “Indiana Gaming Property”) in a manner so as to avoid any authorization by the Indiana Gaming Commission for the trustee under the Indiana Power of Attorney to conduct the operations at the Indiana Gaming Property unless such authorization and conducting of business could not reasonably be expected to have a Material Adverse Effect.

6.5Maintenance of Property; Insurance. (a) Except as in the aggregate could not reasonably be expected to result in a Material Adverse Effect, keep all Property and systems useful and necessary in its business in good working order and condition, ordinary wear and tear excepted and (b) maintain with financially sound and reputable insurance companies insurance on all its Property in at least such amounts and against at least such risks (but including in any event public liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business.

6.6Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and accounts in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to the business and activities of the Borrower and its consolidated Subsidiaries and (b) subject to any Gaming Laws restricting such actions, permit representatives of any Lender, coordinated through the Administrative Agent, to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and, if no Default or Event of Default has occurred, upon reasonable advance notice and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers and employees of the Borrower and its Subsidiaries and with its independent certified public accountants.

6.7Notices. Promptly give notice to the Administrative Agent of:

(a) the occurrence of any Default or Event of Default;

(b) any (i) default or event of default under any Contractual Obligation of the Borrower or any of its Subsidiaries or (ii) litigation, investigation or proceeding which may exist at any time between the Borrower or any of its Subsidiaries and any Governmental Authority, that in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;

(c) any litigation or proceeding against the Borrower or any of its Restricted Subsidiaries in which the amount involved is $25,000,000 or more and not covered by insurance or which could reasonably be expected to have a Material Adverse Effect;

(d) the following events, as soon as possible and in any event within 30 days after the Borrower knows or has reason to know thereof: (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any material required contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan;

(e) in any event within ten days of obtaining knowledge thereof, the issuance of any authorization by the Indiana Gaming Commission for the trustee under the Indiana Power of Attorney to conduct the operations at the Indiana Gaming Property; and

(f) in any event within ten days of obtaining knowledge thereof, any development, event, or condition that, individually or in the aggregate with other developments, events or conditions, could reasonably be expected to result in a Material Adverse Effect.

Each notice pursuant to thisSection 6.7 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Borrower or the relevant Restricted Subsidiary proposes to take with respect thereto.

6.8Environmental Laws.

(a) Except as in the aggregate could not reasonably be expected to result in a Material Adverse Effect, comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws.

(b) Except as in the aggregate could not reasonably be expected to result in a Material Adverse Effect, conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws.

6.9Control Agreements. Not later than 30 days after delivery of a written request from either the Administrative Agent or the Arrangers (which request can only be delivered if an Event of Default has occurred and is continuing), enter into a control agreement, in form and substance reasonably satisfactory to the Arrangers and the Administrative Agent, with respect to each Deposit Account (as defined in the UCC) and each Securities Account (as defined in the UCC) of the Borrower and the Restricted Subsidiaries, each such control agreement to be among the Administrative Agent, the Borrower or Restricted Subsidiary that is the holder of the applicable Deposit Account or Securities Account and the financial institution at which such Deposit Account or Securities Account is maintained

6.10Additional Collateral, etc.

(a) With respect to any Property that is of the type that would otherwise be subject to Liens created under the Security Documents and is acquired after the Effective Date by any Loan Party (other than (w) any Property described in paragraph (b) or paragraph (c) of this Section; (x) any Property, the pledge of which requires a consent of a third party that has not been obtained;provided, that the Borrower and/or the applicable Loan Party has taken commercially reasonable efforts to obtain such consent; (y) any Property subject to a Lien expressly permitted bySection 7.3(g),(h) and(s); and (z) any interest in any real property) and subject to compliance with applicable Gaming Laws (which the Borrower agrees and agrees to cause the applicable Loan Party to pursue approvals to permit any such pledges) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Documents or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject only to Liens permitted pursuant toSection 7.3 of this Agreement), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Documents or by law or as may be requested by the Administrative Agent;provided, (1) if the Borrower gives notice that a Property acquired after the Effective Date will be used for the Condo Component, the Borrower will have thirty (30) days to execute and deliver to the Administrative Agent such amendments to the Security Documents or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property, and (2) if such Property is transferred in a transaction permitted pursuant toSection 7.7(n), no such security interest shall be required.

(b) With respect to (x) any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 and (y) any leasehold interest in any real property pursuant to leases entered into by any Loan Party, as a tenant, with gross annual rent payments for each lease in excess of $2,000,000 or the term in excess of three (3) years), in each case acquired or entered into after the Effective Date by the Loan Parties (other than (w) any leasehold interests with respect to solely office space; (x) any leasehold interest if the granting of a mortgage requires a consent of a third party that has not been obtained;provided, that the Borrower and/or the applicable Loan Party has taken commercially reasonable efforts to obtain such consent; (y) any leasehold interest if a memorandum of lease for such leasehold has not been recorded;provided, that the Borrower and/or the applicable Loan Party has taken commercially reasonable efforts to obtain such memorandum of lease; and (z) any such real property subject to a Lien expressly permitted bySection 7.3(g) andSection 7.3(h)), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property (subject only to Liens permitted pursuant toSection 7.3 of this Agreement), (ii) if requested by the Administrative Agent in writing, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters

opined on with respect to the original version of the Loan Documents delivered by the Borrower, which opinions shall be in form and substance and from counsel, reasonably satisfactory to the Administrative Agent;provided, if the Borrower gives notice that a Property acquired after the Effective Date will be used for the Condo Component, the Borrower will have thirty (30) days to execute and deliver to the Administrative Agent such amendments to the Security Documents or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and if such Property is transferred in a transaction permitted pursuant toSection 7.7(n), no such security interest shall be required.

(c) With respect to any new Domestic Restricted Subsidiary (other than an Immaterial Subsidiary) created or acquired after the Effective Date and, to the extent that it would not result in an adverse tax, foreign gaming or foreign law consequence that is material for or with respect to such Subsidiary, any new Foreign Restricted Subsidiary created or acquired after the Effective Date (which in each case, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Unrestricted Subsidiary by designation or otherwise) and subject to compliance with applicable Gaming Laws (which the Borrower agrees and agrees to cause the applicable Loan Party to pursue approvals to permit any such security interests), by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Domestic Restricted Subsidiary (subject only to Liens permitted pursuant toSection 7.3 of this Agreement) and in the 66% of the total outstanding Capital Stock of such new Foreign Restricted Subsidiary, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock that are securities under Section 8-102(a)(15) of the UCC, together with undated stock powers or assignments, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Loan Documents and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Security Documents with respect to such new Subsidiary (subject only to Liens permitted pursuant toSection 7.3 of this Agreement), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Documents or by law or as may be requested by the Administrative Agent, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters opined on with respect to the original version of the Loan Documents delivered by the Borrower, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

(d) With respect to any new Unrestricted Subsidiary (other than (x) the Foreign Unrestricted Subsidiaries and (y) to the extent actions described herein are prohibited by the terms of the formation or organizational documents of an Unrestricted Subsidiary or agreements by which such Unrestricted Subsidiary or its assets are bound, the Unrestricted Subsidiaries created or acquired for purposes of the transactions permitted underSection 7.7(l),(n) and(s)) created or acquired after the Effective Date by the Borrower or any of its Restricted Subsidiaries, and subject to compliance with applicable Gaming Laws (which the Borrower agrees and agrees to cause the applicable Unrestricted Subsidiary to pursue approvals to permit any such pledges),promptly (i) execute and deliver to the

Administrative Agent such amendments to the Loan Documents or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Domestic Unrestricted Subsidiary, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock that are securities under Section 8-102(a)(15) of the UCC, together with undated stock powers or assignments, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters opined on with respect to the original version of loan documents delivered by the Borrower, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

(e) With respect to any material third party agreements or material entitlements that do not attach to the real property entered into or received by the Borrower or any of its Restricted Subsidiaries in connection with the construction of any Unfinished Project, use best efforts to promptly execute and deliver to the Administrative Agent such collateral assignment of the applicable third party agreement or entitlement in a form as is reasonably acceptable to the Administrative Agent.

(f) The provisions of thisSection 6.10 shall not apply to assets as to which the Administrative Agent determines in its sole discretion that the costs and burdens of obtaining a security interest therein or perfection thereof outweigh the value of the security afforded thereby.

6.11Post-Closing Filings with Gaming Boards.

(a) Promptly after theEffective Date, make filings with the Gaming Boards of all relevant jurisdictions in respect of the transactions contemplated by the Loan Documents to the extent that such filings are required by applicable Gaming Laws.

(b) Not later than 75 days after the Effective Date, the Borrower shall execute and deliver, and cause the applicable Restricted Subsidiary, to execute and deliver each of the Post-Closing Gaming Pledge Agreement Amendments.

6.12Further Assurances. From time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take such actions, as the Administrative Agent may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of more fully perfecting or renewing the rights of the Administrative Agent and the Lenders with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by the Borrower or any Restricted Subsidiary which may be deemed to be part of the Collateral) pursuant hereto or thereto. Upon the exercise by the Administrative Agent or any Lender of any power, right, privilege or remedy pursuant to this Agreement or the other Loan Documents which requires any consent, approval, recording, qualification or authorization of any Governmental Authority, the Borrower will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may be required to obtain from the Borrower or any of its Restricted Subsidiaries for such governmental consent, approval, recording, qualification or authorization.

SECTION 7.
NEGATIVE COVENANTS

The Borrower hereby agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or any Agent hereunder, the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

7.1Financial Condition Covenants.

(a) Consolidated Senior Secured Debt Ratio. Permit the Consolidated Senior Secured Debt Ratio as of the last day of any four consecutive fiscal quarter period of the Borrower and its Restricted Subsidiaries, to be greater than 2.75 to 1.00.

(b) Consolidated Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio as of the last day of any four consecutive fiscal quarter period of the Borrower and its Restricted Subsidiaries ending with any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal quarter:


		Maximum Consolidated
Fiscal Quarter Ending		Total Leverage Ratio
June 30, 2011		7.25 to 1.00
September 30, 2011		7.25 to 1.00
December 31, 2011		7.25 to 1.00
March 31, 2012		7.50 to 1.00
June 30, 2012		7.75 to 1.00
September 30, 2012		7.25 to 1.00
December 31, 2012		6.75 to 1.00
March 31, 2013		6.75 to 1.00
June 30, 2013		6.50 to 1.00
September 30, 2013		6.50 to 1.00
December 31, 2013		6.25 to 1.00
March 31, 2014		6.00 to 1.00
June 30, 2014		5.75 to 1.00
September 30, 2014		5.50 to 1.00
December 31, 2014		5.25 to 1.00
March 31, 2015		5.00 to 1.00
June 30, 2015		4.75 to 1.00
September 30, 2015		4.75 to 1.00
December 31, 2015		4.50 to 1.00
March 31, 2016		4.50 to 1.00
June 30, 2016		4.50 to 1.00

(c) Minimum Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio for any period of four consecutive fiscal quarters of the Borrower and its Restricted Subsidiaries ending with any fiscal quarter set forth below to be less than the ratio set forth below opposite such fiscal quarter:


		Minimum Consolidated
Fiscal Quarter Ending		Interest Coverage Ratio
June 30, 2011		1.50 to 1.00
September 30, 2011		1.50 to 1.00
December 31, 2011		1.50 to 1.00
March 31, 2012		1.65 to 1.00
June 30, 2012		1.65 to 1.00
September 30, 2012		1.75 to 1.00
December 31, 2012		1.75 to 1.00
March 31, 2013		1.85 to 1.00
June 30, 2013		1.90 to 1.00
September 30, 2013		2.00 to 1.00
December 31, 2013		2.00 to 1.00
March 31, 2014		2.00 to 1.00
June 30, 2014		2.00 to 1.00
September 30, 2014		2.00 to 1.00
December 31, 2014		2.00 to 1.00
March 31, 2015		2.00 to 1.00
June 30, 2015		2.00 to 1.00
September 30, 2015		2.00 to 1.00
December 31, 2015		2.00 to 1.00
March 31, 2016		2.00 to 1.00
June 30, 2016		2.00 to 1.00

7.2Limitation on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness of any Loan Party pursuant to any Loan Document;

(b) Indebtedness of (i) the Borrower to any Subsidiary, (ii) any Wholly Owned Subsidiary Guarantor to the Borrower or any other Wholly Owned Subsidiary Guarantor, and (iii) any Restricted Subsidiary that is not a Wholly Owned Subsidiary Guarantor to any other Restricted Subsidiary that is not a Wholly Owned Subsidiary Guarantor;provided any such Indebtedness is unsecured and subordinated to the Obligations in a manner satisfactory to the Administrative Agent;

(c) (i) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted bySection 7.3(g) and (ii) Indebtedness of any Person that becomes a direct or indirect Subsidiary of the Borrower after the Effective Date in an acquisition,provided such Indebtedness existed prior to the time such Person becomes a Subsidiary and neither the Borrower nor any other Loan Party (other than the newly acquired Subsidiary) is liable for such Indebtedness;provided, that the aggregate principal amount of Indebtedness permitted pursuant to thisSection 7.2(c) shall not exceed $50,000,000 at any time outstanding;

(d) Indebtedness outstanding on the date hereof and listed onSchedule 7.2(d);

(e) Guarantee Obligations made by Borrower or any of its Restricted Subsidiaries of obligations incurred in connection with activities not inconsistent withSection 7.14 of the Borrower or any Restricted Subsidiary;

(f) (i) Indebtedness of the Borrower in respect of the Existing Subordinated Obligations and (ii) Guarantee Obligations of any Subsidiary Guarantor in respect of such Indebtedness;provided, that such Guarantee Obligations are subordinated to the obligations of such Subsidiary Guarantor under the Security Documents to the same extent as the obligations of the Borrower in respect of the Existing Subordinated Obligations are subordinated to the Obligations;

(g) New Subordinated Obligations (and Guarantee Obligations of any Subsidiary Guarantor in respect of such Indebtedness),provided, that after giving effect to the incurrence of such Indebtedness and the application of the proceeds thereof on the date of such incurrence (treating (x) any Indebtedness paid or prepaid with such proceeds as being paid or prepaid on the date of such incurrence if an irrevocable notice of payment or prepayment is given on the date of such incurrence and such payment or prepayment occurs on or prior to five (5) Business Days after such incurrence and (y) any net proceeds not applied to pay Indebtedness as an increase in Cash of the Person holding such Cash), the Consolidated Total Leverage Ratio (calculatedpro formaas if such incurrence and application (including any increase in Cash) has occurred as of the last day of the most recent fiscal quarter for which financial statements have been delivered or required to be delivered pursuant toSection 6.1(a) orSection 6.1(b)) shall not be higher than 0.25 less than the level required for such fiscal quarter pursuant toSection 7.1(b);

(h) New Subordinated Obligations and/or Permitted Refinancing Subordinated Obligations (and Guarantee Obligations of any Subsidiary Guarantor in respect of such Indebtedness), all of the Net Cash Proceeds of which are used to refinance (including pursuant to a tender, redemption, exchange or other replacement) Incremental Term Loans, Incremental Delayed Draw Term Loans, Revolving Credit Loans, Subordinated Obligations, Permitted Senior Unsecured Obligations or Permitted Refinancing Subordinated Obligations (and all interest and expenses incurred in connection therewith);

(i) to the extent not available from the Lenders, (x) Guarantee Obligations with respect to commercial letters of credit up to an aggregate amount not to exceed $25,000,000 at any one time outstanding so long as (i) such Indebtedness is incurred in the ordinary course of business and (ii) such Indebtedness is incurred for the purpose of effecting payment for goods or services required by the Borrower or any of its Restricted Subsidiaries, and (y) Guarantee Obligations with respect to standby letters of credit up to an aggregate amount of $4,500,000 at any time one outstanding;

(j) Deferred compensation payable to employees, officers and/or directors under the Deferred Compensation Plan;

(k) any Indebtedness incurred in accordance withSection 2.8;

(l) Indebtedness incurred pursuant toSection 4.21.3 of the Redevelopment Agreement in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding;

(m) Indebtedness incurred in connection with the purchase, equipping, furnishing and/or refurbishing of one or more aircraft in an aggregate principal amount not to exceed $20,000,000 at any one time outstanding;

(n) (i) Indebtedness of the Borrower in respect of the Existing Senior Unsecured Obligations and Permitted Senior Unsecured Obligations and (ii) Guarantee Obligations of any Subsidiary Guarantor in respect of such Indebtedness;provided, that (x) after giving effect to the incurrence of such Indebtedness and the application of the proceeds thereof on the date of such incurrence (treating (A) any Indebtedness paid or prepaid with such proceeds as being paid or prepaid on the date of such incurrence if an irrevocable notice of payment or prepayment is given on the date of such incurrence and such payment or prepayment occurs on or prior to five (5) Business Days after such incurrence and (B) any net proceeds not applied to pay indebtedness as an increase in Cash of the Person holding such Cash), the Consolidated Total Leverage Ratio (calculatedpro formaas if such incurrence and application (including any increase in Cash) has occurred as of the last day of the most recent fiscal quarter for which financial statements have been delivered or required to be delivered pursuant toSection 6.1(a) orSection 6.1(b)) shall not be higher than 0.25 less than the level required for such fiscal quarter pursuant toSection 7.1(b); and (y) unless the Consolidated Total Leverage Ratio (calculatedpro formaas if such incurrence and application (including any increase in Cash) has occurred as of the last day of the most recent fiscal quarter for which financial statements have been delivered or required to be delivered pursuant toSection 6.1(a) orSection 6.1(b)) is less than 6.00 to 1.00, the aggregate principal amount of Indebtedness under this clause (n) shall not exceed $1,500,000,000;

(o) Indebtedness to the applicable franchisor or manager for funds advanced on behalf of, or obligations owed by, the Borrower or any Restricted Subsidiary pursuant to any Hotel Agreements; and

(p) Indebtedness respecting obligations of the Borrower or any Restricted Subsidiary to reimburse a Person who is not an Affiliate for amounts paid for options on land that such Person will be transferring to the Borrower or one of its Restricted Subsidiaries for development;provided, that the aggregate principal amount of Indebtedness outstanding under this clause (p) shall not exceed $15,000,000 at any time;

(q) Indebtedness of the Borrower or any Subsidiary of the Borrower owed for property, casualty or liability insurance, so long as (i) such Indebtedness shall be incurred only to defer the cost of such insurance for the year in which such Indebtedness is incurred and (ii) the aggregate principal amount of Indebtedness outstanding under this clause (q) shall not exceed $20,000,000 at any time; and

(r) Indebtedness not otherwise permitted by thisSection 7.2, so long as the aggregate principal amount of Indebtedness outstanding under this clause (r) shall not exceed $10,000,000 at any time.

7.3Limitation on Liens. Create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except for:

(a) Liens for taxes, assessments and other similar governmental charges not yet due or which are being contested in good faith by appropriate proceedings,provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Restricted Subsidiaries, as the case may be, in conformity with GAAP;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business or in connection with the projects which are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;

(c) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation;

(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory or regulatory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(e) easements, rights-of-way, encroachment, title defects, restrictions and other similar encumbrances created or suffered in the ordinary course of business or incurred in permitted real estate development activities (including, without limitation in connection with obtaining the necessary approvals to develop any Unfinished Project);

(f) Liens in existence on the date hereof listed onSchedule 7.3(f);

(g) Liens securing Indebtedness of the Borrower or any other Restricted Subsidiary incurred pursuant toSection 7.2(c)(i) to finance the acquisition of fixed or capital assets,provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased and (iv) the amount of Indebtedness initially secured thereby is not less than 75%, or more than 100% of the purchase price of such fixed or capital asset;

(h) any Lien to secure Indebtedness permitted pursuant toSection 7.2(c)(ii);provided, that (i) such Lien is on Property of a Person existing at the time such Person becomes a Subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary; (ii) such Lien was not created in contemplation of the acquisition of, merger or consolidation with or investment in such Person and (iii) such Lien does not extend to any assets other than those of the Person subject to such acquisition, merger, consolidation or investment;

(i) Liens created pursuant to the Security Documents;

(j) any lease affecting Property owned by the Borrower or any other Subsidiary entered into, assumed or otherwise acquired in the ordinary course of its business and covering only the assets so leased;

(k) Liens on Cash deposited to secure reimbursement obligations under commercial letters of credit permitted underSection 7.2(i), so long as the amount of Cash subject to any such Lien does not exceed 110% of the amount of the Indebtedness secured thereby;

(l) Intellectual Property rights granted by the Borrower or a Restricted Subsidiary not interfering in any material respect with the ordinary conduct of the business of the Borrower or the Restricted Subsidiaries, taken as a whole;

(m) any attachment or judgment Lien not constituting an event of default underSection 8(h);

(n) Liens arising from the filing of UCC financing statements relating solely to leases permitted by this Agreement;

(o) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(p) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property which does not materially interfere with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole;

(q) Liens reflected as exceptions on the title policies issued to the Administrative Agent on the Effective Date as contemplated underSection 5.1(r)(ii), or in connection with Property acquired or mortgaged after the Effective Date, on title policies issued pursuant toSection 6.10;

(r) any Lien on the Property for the Lumière Property Project securing Indebtedness permitted pursuant toSection 7.2(l) not to exceed a principal amount of $10,000,000 and interest on such principal amount;

(s) Liens securing Indebtedness of the Borrower or any other Restricted Subsidiary incurred pursuant toSection 7.2(m),provided that (i) such Liens do not at any time encumber any Property other than the Property financed or refinanced by such Indebtedness, and (ii) the amount of Indebtedness initially secured thereby is not more than 100% of fair market value of such fixed or capital asset;

(t) Earnest money or other deposits in Cash or Cash Equivalents for transactions permitted under this Agreement;

(u) Liens not otherwise permitted by thisSection 7.3 so long as (i) such Liens do not secure funded Indebtedness and (ii) the aggregate outstanding amount of the obligations secured thereby does not exceed $10,000,000 at any one time outstanding;

(v) Liens created pursuant to any Back-Stop Arrangement;

(w) Lien securing Indebtedness permitted pursuant toSection 7.2(o) or other obligations owed to the applicable franchisor or manager pursuant to any Hotel Agreements;

(x) Liens on incurred premiums, dividends and rebates which may become payable under insurance policies and loss payments which reduce the incurred premiums on such insurance policies securing financing of the premiums with respect thereto to the extent such Indebtedness is permitted to be incurred pursuant toSection 7.2(q); and

(y) Any preferential arrangement in favor of the trustee under the Indiana Power of Attorney created by the execution and delivery of the Indiana Power of Attorney;provided,however, that the Indiana Power of Attorney may not create any other Lien or otherwise constitute or result in a Default or Event of Default.

7.4Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that:

(a) any Person may be merged, consolidated or amalgamated with or into the Borrower (provided that the Borrower shall be the continuing or surviving entity and the Borrower shall comply withSection 6.12 in connection therewith) or with or into any Subsidiary Guarantor (provided that (i) the Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply withSection 6.10 andSection 6.12 in connection therewith) and any Immaterial Subsidiary may be merged, consolidated or amalgamated with or into any Immaterial Subsidiary;

(b) any Restricted Subsidiary of the Borrower may liquidate, wind up, dissolve or cease to exist or may Dispose of any or all of its assets to the Borrower or any Restricted Subsidiary;

(c) a conversion of any Restricted Subsidiary to another form of organization when no Default or Event of Default exists or would result therefrom;provided, that the Borrower and such Restricted Subsidiary execute any assumption documents reasonably requested by the Administrative Agent to continue the perfection of Liens granted pursuant to the Loan Documents and to continue all other obligations under the Loan Documents to which such Restricted Subsidiary was a party;

(d) any Immaterial Subsidiary may be liquidated or dissolved or otherwise cease to exist; and

(e) any Person may merge, consolidate, amalgamate, liquidate, dissolve or Dispose of all or substantially all of its assets in a transaction that is a Disposition, or a series of transactions that are Dispositions, permitted pursuant toSection 7.5 (other than Section 7.5(c)).

7.5Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:

(a) the Disposition of personal property that is no longer used or useful in the ordinary course of business;

(b) the Disposition of Cash or Cash Equivalents and the sale of inventory in the ordinary course of business;

(d) Dispositions by the Borrower or a Restricted Subsidiary to the Borrower or another Restricted Subsidiary;

(e) Dispositions of any Investment in an Unrestricted Subsidiary;

(f) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor and the sale or issuance of any Immaterial Subsidiary’s Capital Stock to any Immaterial Subsidiary;

(g) any Designated Asset Sale,provided that a Fair Value Determination has been made with respect to such Disposition;

(h) Dispositions of Property, not otherwise permitted under thisSection 7.5, in any one transaction or series of related transactions having a value not in excess of $15,000,000, and having an aggregate value not in excess of $25,000,000 in any fiscal year and not in excess of $75,000,000 during the term of this Agreement;

(i) any Recovery Event,provided, that the requirements ofSection 2.13(c) are complied with in connection therewith;

(j) any Disposition of any Investment permitted pursuant toSection 7.7(k);

(k) any Disposition constituting any lease otherwise permitted underSection 7.3(j);

(l) any Disposition of Intellectual Property otherwise permitted underSection 7.3(l);

(m) any Disposition of all or any portion of the Property comprising the Condo Component,provided that a Fair Value Determination has been made with respect to such Disposition;

(n) dedications of rights of way, easements or other development concessions made by Borrower or its Restricted Subsidiaries as necessary, otherwise desirable, or as may be required in connection with obtaining the necessary approvals to develop, or as otherwise may be desirable to improve or remodel any Property;

(o) any Disposition of one or more aircraft;

(p) any Disposition of all or any portion of the Undeveloped Land; and

(q) any Disposition of all or any portion of the STAR and TIF Bonds.

7.6Limitation on Restricted Payments. Declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of the Borrower or any Restricted Subsidiary, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in Cash or property or in obligations of the Borrower or any Restricted Subsidiary, or enter into any derivatives or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a “Derivatives Counterparty”) obligating the Borrower or any Restricted Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of any such Capital Stock (collectively, “Restricted Payments”), except that:

(a) (i) any Subsidiary may make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor or (ii) any Restricted Subsidiary that is not a Wholly Owned Subsidiary Guarantor may make Restricted Payments to another Restricted Subsidiary that is not a Wholly Owned Subsidiary Guarantor;

(b) the Borrower may make Restricted Payments in the form of common stock of the Borrower;

(c) the Borrower may repurchase or redeem Capital Stock of the Borrower to the extent required by any Gaming Board to prevent a License Revocation;

(d) the Borrower may purchase the Borrower’s common stock or common stock options from present or former officers or employees of the Borrower or any Subsidiary following the death, disability or termination of employment of such officer or employee,provided, that the aggregate amount of payments under this paragraph subsequent to the Effective Date (net of any proceeds received by the Borrower during the corresponding period following the Effective Date in connection with resales of any common stock or common stock options so purchased) shall not exceed $1,000,000 per fiscal year; and

(e) the Borrower may make Restricted Payments consisting Investments in Unrestricted Subsidiaries permitted to be Disposed of pursuant toSection 7.5(e).

7.7Limitation on Investments. Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except:

(a) extensions of trade credit in the ordinary course of business (including, without limitation, advances to patrons of the casino operations of the Borrower or the Restricted Subsidiaries consistent with ordinary course gaming operations);

(b) Investments in Cash Equivalents;

(d) Investments in existence on the date hereof listed onSchedule 7.7(d);

(e) loans and advances to employees of the Borrower or any Restricted Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for the Borrower and Restricted Subsidiaries of the Borrower not to exceed $5,000,000 at any one time outstanding;

(f) Investments consisting of the extension of credit to customers and suppliers of the Borrower and the Restricted Subsidiaries in the ordinary course of business and Investments received in satisfaction or partial satisfaction thereof;

(g) Investments received in connection with the settlement of any bona fide dispute with another Person or in satisfaction of judgments;

(h) Investments in assets not prohibited bySection 7.14 made by the Borrower or any of its Restricted Subsidiaries with the proceeds of any Reinvestment Deferred Amount;

(i) Investments by the Borrower or any of its Restricted Subsidiaries in the Borrower or any Person that, prior to such Investment, is a Restricted Subsidiary;

(j) Investments in the Foreign Unrestricted Subsidiaries by the Borrower or a Restricted Subsidiary in an aggregate amount not to exceed the Maximum Foreign Subsidiary Investment Amount;

(k) In addition to Investments otherwise expressly permitted by thisSection 7.7, Investments by the Borrower or any of its Restricted Subsidiaries in an aggregate amount outstanding at any time (valued at cost) not exceeding the sum of $150,000,000plus an amount (but not less than zero) equal to 50% of the New Capital Available Proceeds;

(l) Borrower or its Restricted Subsidiaries shall be permitted to transfer all or any portion of the Undeveloped Land to an Unrestricted Subsidiary or a joint venture of the Borrower or its Restricted Subsidiary;provided, that any equity interest received by the Borrower or its Restricted Subsidiary in exchange therefore or in connection therewith shall be pledged as Collateral;

(m) Investments made in connection with Hedge Agreements entered into by Borrower or any of its Subsidiaries as required bySection 6.9 and to the extent not prohibited bySection 7.15;

(n) Investments in an Unrestricted Subsidiary or a joint venture for the purpose of development of the Condo Component in an amount not to exceed $10,000,000 at any one time outstanding;

(o) (i) Investments by the Borrower or any of its Restricted Subsidiaries in any Person that concurrently with such Investment becomes a Restricted Subsidiary or that is merged into or consolidated with Borrower or a Restricted Subsidiary pursuant toSection 7.4(a), or (ii) the acquisition of any assets (including by merger, consolidation or otherwise) constituting an ongoing business by a Borrower or a Restricted Subsidiary;provided, that in the case of clause (i) and (ii), the Borrower and the applicable Restricted Subsidiaries, if any, shall comply withSection 6.10 in connection therewith;

(p) Investments made by the Borrower in any Subsidiary received in exchange solely for common stock of the Borrower;

(q) Investments made by the Borrower in the STAR and TIF Bonds, not to exceed $10,000,000 at any time outstanding;

(r) Investments made pursuant to the Redevelopment Agreement;

(s) Investments made pursuant to the Hotel Agreements, not to exceed $10,000,000 at any time outstanding;

(t) Investments by the Borrower in the Atlantic City Entities not to exceed $12,000,000 in any calendar year prior to termination of the Madison House Lease or during the year in which such termination occurs, or $10,000,000 in any calendar year after termination of the Madison House Lease;

(u) Investments by the Borrower in the Atlantic City Entities the proceeds of which are applied by the Atlantic City Entities for settlements and maintenance support of the Atlantic City Property, including application to property taxes, lease payments, demolition costs and other expenses, in an aggregate amount not to exceed $8,000,000 during the term of this Agreement; and

(v) Investments by the Borrower in the Vietnam Project, provided that such Investments shall not exceed $50,000,000 at any time.

7.8Limitation on Optional Payments and Modifications of Debt Instruments, etc.

(a) Make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the principal of Subordinated Notes, the Permitted Refinancing Subordinated Notes or Permitted Senior Unsecured Obligations, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Subordinated Notes, the Permitted Refinancing Subordinated Notes or Permitted Senior Unsecured Obligations,provided that:

(i) the Borrower may prepay Existing Subordinated Obligations, New Subordinated Obligations, Permitted Refinancing Subordinated Obligations and Permitted Senior Unsecured Obligations in connection with the refinancing of such Existing Subordinated Obligations, New Subordinated Obligations, Permitted Refinancing Subordinated Obligations or Permitted Senior Unsecured Obligations with the proceeds of (1) New Subordinated Obligations and/or Permitted Refinancing Subordinated Obligations permitted pursuant toSection 7.2(h), or (2) Permitted Senior Unsecured Obligations permitted pursuant toSection 7.2(n);

(ii) if there is no Default or Event of Default (giving effect to such transaction), the Borrower may make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease the Borrower’s Indebtedness under the Subordinated Notes and/or the Senior Unsecured Notes in an aggregate amount not to exceed $100,000,000 after January 1, 2010;

(b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Subordinated Notes or the Permitted Refinancing Subordinated Notes or the Permitted Senior Unsecured Notes, other than:

(i) any such amendment, modification, waiver or other change which would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or extend the date for payment of interest thereon, or such amendments, modifications, waivers or other changes that do not in the aggregate render such instruments more restrictive than they were prior thereto;

(ii) any such amendment, modification, waiver or other change which would conform the Senior Subordinated Notes Indenture 2007 to the Senior Subordinated Notes Indenture 2010; or

(iii) any other revisions, amendments, waivers or modifications that are determined by the Administrative Agent not to be adverse to the Lenders;

(c) designate any Indebtedness (other than the Obligations) as “Designated Senior Indebtedness” for the purposes of the Senior Subordinated Indentures; or

(d) amend the Borrower’s certificate of incorporation in any manner determined by the Administrative Agent to be adverse to the Lenders.

7.9Limitation on Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than (x) transactions between or among the Borrower or any Restricted Subsidiary, (y) indemnification agreements, arrangements or provisions between the Borrower or any of its Subsidiaries and the officers, directors or any other employee of Borrower or any of its Subsidiaries and (z) the allocation, or lack thereof, of common expenses (including, without limitation, insurance premiums and overhead expenses) that the Borrower has determined in its business judgment should be paid collectively) unless such transaction is (a) not prohibited under this Agreement and (b) upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate;provided, that the provisions of thisSection 7.9 shall not apply to transactions permitted pursuant toSection 7.6,Section 7.7(e),(j),(l),(n),(p),(s),(t),(u) or(v).

7.10Limitation on Sales and Leasebacks. Except for (a) the Disposition of one or more aircraft in a transaction permitted pursuant toSection 7.5(o), (b) sale and leaseback transactions that are (i) permitted pursuant toSection 7.5(n), (ii) entered into after January 1, 2010 and (iii) do not exceed in the aggregate Property with a value during the term of this Agreement in excess of $10,000,000 and (c) sale and leaseback transactions that do not exceed in the aggregate Property with a value in any fiscal year in excess of $5,000,000, enter into any arrangement with any Person providing for the leasing by the Borrower or any Restricted Subsidiary of real or personal property, which has been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Borrower or such Subsidiary.

7.11Limitation on Changes in Fiscal Periods. Permit the fiscal year of the Borrower to end on a day other than December 31 or change the Borrower’s method of determining fiscal quarters.

7.12Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any guarantor, its obligations under the Security Documents, other than (a) this Agreement and the other Loan Documents, (b) the Indentures, (c) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (d) customary provisions in leases and licenses entered into in the ordinary course of business consistent with past practices (in each case applicable solely to such lease or license or the Property subject to such lease or license), (e) customary restrictions in an agreement to Dispose of assets in a transaction permitted underSection 7.5 solely to the extent that such restrictions apply solely to the assets to be Disposed, (f) in accordance with applicable Gaming Laws, (g) restrictions in any agreement relating to the Condo Component and the Undeveloped Land, (h) the St. Louis County Ground Lease, and (i) customary restrictions contained in agreements with respect to Indebtedness permitted pursuant toSection 7.2(c),Section 7.2(d) andSection 7.2(m).

7.13Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary, (b) make Investments in the Borrower or any other Restricted Subsidiary, or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents; (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (iii) customary restrictions in an agreement to Dispose of assets in a transaction permitted underSection 7.5 solely to the extent that such restriction applies solely to the assets to be Disposed; (iv) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business consistent with past practices (in each case applicable solely to such lease or license or the Property subject to such lease or license); (v) customary restrictions on transfers of assets contained in any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (vi) restrictions in any agreement relating to the Condo Component and the Undeveloped Land, and (vii) restrictions contained in agreements with respect to Indebtedness permitted pursuant toSection 7.2(c),Section 7.2(d) andSection 7.2(m).

7.14Limitation on Lines of Business. Enter into any business, either directly or through any Restricted Subsidiary, except for those businesses (including horse racing) in which the Borrower and its Restricted Subsidiaries are engaged on the date of this Agreement or that are reasonably related or similar thereto except the Borrower may (i) enter into any joint venture or financing for the Condo Component or (ii) pursue the pre-development of all or any part of the Undeveloped Land.

7.15Limitation on Hedge Agreements. Enter into any Hedge Agreement other than Hedge Agreements entered into in the ordinary course of business, and not for speculative purposes, to protect against changes in interest rates.

7.16Limitation on Changes to Deferred Compensation Plan. Amend or modify the Deferred Compensation Plan in a manner that would change its nature from that of a “defined contribution plan,” within the meaning of Section 414(i) of the Code, to a “defined benefit plan,” within the meaning of Section 414(j) of the Code.

7.17Directors’ and Officers’ Trust. Notwithstanding anything to the contrary contained in this Agreement (including the negative covenants in thisSection 7), Borrower may deposit up to $10,000,000 into a Directors’ and Officers’ Trust.

SECTION 8.
EVENTS OF DEFAULT

If any of the following events shall occur and be continuing:

(a) The Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan or Reimbursement Obligation, or any other amount payable hereunder or under any other Loan Document, within five days after any such interest or other amount becomes due in accordance with the terms hereof or thereof; or

(b) Any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made or furnished; or

(c) Any Loan Party shall default in the observance or performance of any agreement contained in clause (i) or (ii) ofSection 6.4(a) (with respect to the Borrower only) orSection 7; or

(d) Any Loan Party shall default in, or an event of default shall occur with respect to, the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default or event of default shall continue unremedied for a period of 30 days; or

(e) The Borrower or any of its Restricted Subsidiaries shall (i) default in making any payment of any principal of any Indebtedness (including, without limitation, any Guarantee Obligation, but excluding the Loans and Reimbursement Obligations) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to become subject to or mandatory offer to purchase by the obligor thereunder or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable;provided, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $25,000,000; or

(f) (i) The Borrower or any of its Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower or any of its Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Borrower or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower or any of its Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower or any of its Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(g) (i) The Borrower or any Commonly Controlled Entity shall engage in any material “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any failure by any Plan to satisfy the minimum funding standard applicable to such Plan under Section 412 or 430 of the Code or Section 302 or 303 of ERISA, (iii) any “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan, (iv) any Lien in favor of the PBGC or a Plan shall arise on the assets of the Borrower or any Commonly Controlled Entity, (v) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (vi) any Single Employer Plan shall terminate for purposes of Title IV of ERISA other than in a standard termination (as defined in Section 4041(b) of ERISA), (vii) the Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders shall be likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (viii) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (viii) above, such event or condition, together with all other such events or conditions, if any, could, in the sole judgment of the Required Lenders, reasonably be expected to have a Material Adverse Effect; or

(h) One or more judgments or decrees shall be entered against the Borrower or any of its Subsidiaries involving for the Borrower and its Subsidiaries taken as a whole a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $25,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or

(i) Any of the Security Documents shall cease, for any reason (other than by reason of the express release thereof pursuant toSection 10.15), to be in full force and effect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby; or

(j) The guarantee contained in the Subsidiary Guaranty shall cease, for any reason (other than by reason of the express release thereof pursuant toSection 10.15), to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert; or

(k) Any Change of Control shall occur; or

(l) The Subordinated Notes or the guarantees thereof shall cease, for any reason, to be validly subordinated to the Obligations or the obligations of the Subsidiary Guarantors under the Security Documents, as the case may be, as provided in the applicable Indentures, or any Loan Party, any Affiliate of any Loan Party, the trustee in respect of the Subordinated Notes or the holders of at least 25% in aggregate principal amount of the Subordinated Notes shall so assert;

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Majority Revolving Credit Facility Lenders, the Administrative Agent may, or upon the request of the Majority Revolving Credit Facility Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Credit Commitments to be terminated forthwith, whereupon the Revolving Credit Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan

100

Documents (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. In the case of all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto).

SECTION 9.
THE AGENTS

9.1Appointment. Each Lender hereby irrevocably designates and appoints the Agents as the agents of such Lender under this Agreement and the other Loan Documents, and each Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent.

9.2Delegation of Duties. Each Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

9.3Exculpatory Provisions. Neither any Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

101

9.4Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan Parties), independent accountants and other experts selected by such Agent. The Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance withSection 10.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

9.5Notice of Default. No Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless such Agent shall have received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent shall receive such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement);provided, that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

102

9.6Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that neither any of the Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition, prospects and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans or other credit advances hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition, prospects and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

9.7Indemnification. The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), for, and to save each Agent harmless from and against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (including, without limitation, at any time following the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing;provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.

9.8Agent in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.

103

9.9Successor Administrative Agent and Successor Swing Line Lender.

(a) The Administrative Agent may resign as Administrative Agent upon 10 days’ notice (such 10 day period, the “Notice Period”) to the Lenders and the Borrower (the “Administrative Agent Resignation”). The Administrative Agent may be removed (i) with or without cause, upon the affirmative vote of the Supermajority Lenders to remove the Administrative Agent and the consent of Borrower, in each case in writing, or (ii) for so long as the Administrative Agent or any Affiliate of the Administrative Agent is a Defaulting Lender, upon the affirmative vote of the Required Lenders to remove the Administrative Agent and the consent of the Borrower, in each case in writing (each of clause (i) and (ii), an “AdministrativeAgent Removal”). In the event of an Administrative Agent Resignation or an Administrative Agent Removal, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default underSection 8(a) orSection 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). In the event of an Administrative Agent Resignation, if no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Effective upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the effective date of the removal of the Administrative Agent pursuant to an Administrative Agent Removal, or by the end of the Notice Period in the case of an Administrative Agent Resignation, the retiring Administrative Agent’s resignation or removal shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Agent’s resignation as Agent (or, in the case of the Administrative Agent, upon its resignation or removal as set forth in this section), the provisions of thisSection 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the other Loan Documents.

(b) If the Administrative Agent is the Swing Line Lender or is an Affiliate of the Swing Line Lender, then (i) any Administrative Agent Resignation or Administrative Agent Removal shall also constitute the resignation or removal of the Swing Line Lender, and (ii) any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all purposes hereunder. In such event, (A) Borrower shall prepay any outstanding Swing Line Loans made by (x) the resigning Administrative Agent in its capacity as Swing Line Lender, on or prior to the end of the Notice Period, in the case of an Administrative Agent Resignation, and (y) the removed Administrative Agent in its capacity as Swing Line Lender as a condition to the effectiveness of the removal of the Administrative Agent, in the case of an Administrative Agent Removal, (B) upon such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to Borrower for cancellation and (C) Borrower shall issue, if so requested by successor Administrative Agent and Swing Line Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender.

104

(c) If the Administrative Agent is an Issuing Lender or is an Affiliate of an Issuing Lender, then any Administrative Agent Resignation or Administrative Agent Removal shall also constitute the resignation or removal of such Issuing Lender. In such event, (i) such Issuing Lender shall no longer be obligated to issue additional Letters of Credit, (ii) in the case of an Administrative Agent Removal only, Borrower shall either deliver the originals of all outstanding Letters of Credit issued by such Issuing Lender to such Issuing Lender or enter into arrangements with respect to such outstanding Letters of Credit as may be satisfactory to such Issuing Lender as a condition to the effectiveness of the removal of the Administrative Agent and (iii) for so long as such Letters of Credit remain outstanding, the Issuing Lender shall continue to have all of the rights and obligations of an Issuing Lender hereunder with respect to such Letters of Credit issued by it prior to its resignation or removal.

9.10Authorization to Release Liens and Guarantees and Execute SNDAs. The Administrative Agent is hereby irrevocably authorized by each of the Lenders (a) to effect any release of Liens or guarantee obligations contemplated bySection 10.15, and (b) upon request of the Borrower, to execute and deliver subordination and non-disturbance agreements whereby the Administrative Agent agrees not to disturb the rights of a counterparty to a Hotel Agreement absent default by such party thereunder, and such party agrees that its rights under such Hotel Agreement shall be subordinate to the Liens and security interests of the Administrative Agent under the Loan Documents.

9.11The Arrangers. Except to the extent expressly provided in this Agreement the Arrangers, the Syndication Agents and the Senior Managing Agents shall not have any duties or responsibilities, and neither shall incur liability, under this Agreement and the other Loan Documents.

9.12Withholding. To the extent required by applicable law, the Administrative Agent may withhold from any payment to any Lender or other Person receiving payment under the Loan Documents an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender or other Person receiving payment under the Loan Documents because such Lender or other Person failed to notify the Administrative Agent that withholding on payments was required, including, without limitation, because of a change in circumstances which rendered an exemption from or reduction of withholding Tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest and together with all expenses incurred.

105

SECTION 10.
MISCELLANEOUS

10.1Amendments and Waivers. Neither this Agreement or any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of thisSection 10.1. The Required Lenders and each Loan Party to the relevant Loan Document may, or (with the written consent of the Required Lenders) the Agents and each Loan Party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents (including amendments and restatements hereof or thereof) for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as may be specified in the instrument of waiver, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences;provided,however, that no such waiver and no such amendment, supplement or modification shall:

(i) forgive the principal amount or extend the final scheduled date of maturity of any Loan or Reimbursement Obligation, extend the scheduled date of any amortization payment in respect of any Incremental Term Loan or Incremental Delayed Draw Term Loan, reduce the stated rate of any interest or fee payable hereunder or extend the scheduled date of any payment thereof (including modifying the definition of the term “Interest Period” so as to permit intervals in excess of six months), or increase the amount or extend the expiration date of any Commitment of any Lender, in each case without the consent of each Lender directly affected thereby;

(ii) amend, modify or waive any provision of this Section or reduce any percentage specified in the definition of Required Lenders or Required Prepayment Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release or subordinate all or substantially all of the Collateral or release or subordinate all or substantially all of the Subsidiary Guarantors from their guarantee obligations under the Subsidiary Guaranty, in each case without the consent of all Lenders;

(iii) amend, modify or waive any condition precedent to any extension of credit under the Revolving Credit Facility set forth inSection 5.2 (including, without limitation, the waiver of an existing Default or Event of Default required to be waived in order for such extension of credit to be made) without the consent of any Majority Revolving Credit Facility Lenders;

(iv) reduce the percentage specified in the definition of Majority Facility Lenders with respect to any Facility without the written consent of all Lenders under such Facility;

(v) amend, modify or waive any provision ofSection 9 without the consent of any Agent directly affected thereby;

(vi) amend, modify or waive any provision ofSection 2.6 orSection 2.7 without the written consent of the Swing Line Lender;

106

(vii) amend, modify or waive any provision ofSection 2.19 orSection 2.13 without the consent of each Lender directly affected thereby;

(viii) amend, modify or waive any provision ofSection 3 without the consent of the Issuing Lender; or

(ix) impose restrictions on assignments and participations that are more restrictive than, or additional to, those set forth inSection 10.6.

Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Agents and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Agents shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Any such waiver, amendment, supplement or modification shall be effected by a written instrument signed by the parties required to sign pursuant to the foregoing provisions of this Section;provided, that delivery of an executed signature page of any such instrument by facsimile transmission shall be effective as delivery of a manually executed counterpart thereof. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders may be effected with the consent of all Lenders other than Defaulting Lenders), except that (x) no Commitment of any Defaulting Lender may be increased or extended without the consent of such Lender and (y) any waiver, amendment or other modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

For the avoidance of doubt, this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and each Loan Party to each relevant Loan Document (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof (collectively, the “Additional Extensions of Credit”) to share ratably in the benefits of this Agreement and the other Loan Documents with the Incremental Term Loans, Incremental Delayed Draw Term Loans and Revolving Extensions of Credit and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders, Required Prepayment Lenders and Majority Facility Lenders;provided,however, that no such amendment shall permit the Additional Extensions of Credit to share ratably with or with preference to the Loans in the application of mandatory prepayments without the consent of the Required Prepayment Lenders.

Notwithstanding anything to the contrary contained herein, an amendment to this Agreement entered into in connection with the establishment of the Incremental Loans pursuant toSection 2.8 shall not require the approval of the Lenders and shall be effective upon the execution of an amendment (consistent with the terms ofSection 2.8) of this Agreement between Administrative Agent and Borrower.

107

10.2Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed (a) in the case of the Borrower, the Arrangers and the Administrative Agent, as follows and (b) in the case of the Lenders, as set forth in an administrative questionnaire delivered to the Administrative Agent or on Schedule I to the Lender Addendum to which such Lender is a party or, in the case of a Lender which becomes a party to this Agreement pursuant to an Assignment and Acceptance, in such Assignment and Acceptance or (c) in the case of any party, to such other address as such party may hereafter notify to the other parties hereto:


		The Borrower:		Pinnacle Entertainment, Inc. 8918 Spanish Ridge Avenue Las Vegas, Nevada 89148 Attn: Carlos Ruisanchez With copies to: John A. Godfrey Telecopy: (702) 541-7778 Telephone: (702) 541-7777

		The Arrangers:		Merrill Lynch, Pierce, Fenner & Smith Incorporated 901 Main Street, 64th Floor Dallas, TX 75202 Attn: Brian Corum Telecopy: (214) 530-3179 Telephone: (214) 209-0921

		and:		J.P. Morgan Securities LLC 383 Madison Avenue, 24th Floor New York, NY 10179 Attn: Marc E. Costantino Telecopy: (212) 270-2157 Telephone: (212) 622-8167

		The Administrative Agent:		Barclays Capital 120 Bothwell Street Glasgow, Scotland Attn: Graeme Syme E-mail: Graeme.Syme@barcap.com Telecopy: (917) 522-0569 Telephone: (212) 526-0340

		Issuing Lender:		As notified by such Issuing Lender to the Administrative Agent and the Borrower

108

provided that any notice, request or demand to or upon the any Agent, the Issuing Lender or any Lender shall not be effective until received.

10.3No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents 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.

10.4Survival of Representations and Warranties. All representations and warranties made herein, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.

10.5Payment of Expenses. The Borrower agrees (a) to pay or reimburse the Agents for all their reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements and other charges of counsel to the Administrative Agent and the charges of Intralinks, (b) to pay or reimburse each Lender and the Agents for all their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the Agents, (c) to pay, indemnify, or reimburse each Lender and the Agents for, and hold each Lender and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify or reimburse each Lender, each Agent, their respective affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower any of its Subsidiaries or any of the Properties and the fees and disbursements and other charges of legal counsel in

109

connection with claims, actions or proceedings by any Indemnitee against the Borrower hereunder (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”),provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Facilities. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section shall be payable not later than 30 days after written demand therefore. Statements payable by the Borrower pursuant to this Section shall be submitted to Lewis Fanger (Telephone No. (702) 541-7777) (Fax No. (702) 541-7778), at the address of the Borrower set forth inSection 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. The agreements in this Section shall survive repayment of the Loans and all other amounts payable hereunder.

10.6Successors and Assigns; Participations and Assignments.

(a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders, the Agents, all future holders of the Loans and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Agents and each Lender.

(b) Any Lender may, without the consent of the Borrower, in accordance with applicable law, at any time sell to one or more banks, financial institutions or other entities other than a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries (each, a “Participant”) participating interests in any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrower and the Agents shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. In no event shall any Participant under any such participation have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would require the consent of all Lenders pursuant toSection 10.1. The Borrower agrees that if amounts outstanding under this Agreement and the Loans are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the

110

right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement,provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided inSection 10.7(a) as fully as if such Participant were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to the benefits ofSection 2.20,Section 2.21 andSection 2.22 with respect to its participation in the Commitments and the Loans outstanding from time to time as if such Participant were a Lender;provided, that in the case ofSection 2.21, such Participant shall have complied with the requirements of said Section, andprovided,further, that no Participant shall be entitled to receive any greater amount pursuant to any such Section than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred. Each Lender that sells a participation shall maintain a register on which it enters the name and address of each Participant and the principal amounts of each Participant’s interest in the Loans (or other rights or obligations) held by it (the “Participant Register”). The entries in the Participant Register shall be conclusive, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such Loan (or other right or 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 an Agent at any reasonable time and from time to time upon reasonable prior notice.

(c) Any Lender (an “Assignor”) may, in accordance with applicable law and upon written notice to the Administrative Agent, at any time and from time to time assign to any Lender or any affiliate, Related Fund or Control Investment Affiliate thereof or, with the consent of the Borrower and the Administrative Agent and, in the case of any assignment of Revolving Credit Commitments, the written consent of the Issuing Lender and the Swing Line Lender (which, in each case, shall not be unreasonably withheld or delayed) (provided (x) that no such consent need be obtained by the Administrative Agent or any of its affiliates; (y) the consent of the Borrower need not be obtained with respect to any assignment of Incremental Term Loans or Incremental Delayed Draw Term Loans and (z) and the Borrower consent shall be deemed to have been given unless an objection is delivered to the Administrative Agent within five (5) Business Days after notice of a proposed assignment is received by the Borrower), to an additional bank, financial institution or other entity (an “Assignee”) all or any part of its rights and obligations under this Agreement pursuant to an Assignment and Acceptance executed by such Assignee and such Assignor (and, where the consent of the Borrower or, the Agents or the Issuing Lender or the Swing Line Lender is required pursuant to the foregoing provisions, by the Borrower and such other Persons) and delivered to the Administrative Agent for its acceptance and recording in the Register;provided, that no such assignment to an Assignee (other than any Lender, Related Fund or any affiliate thereof) shall be in an aggregate principal amount of less than $5,000,000 as to the Revolving Credit Facility, $1,000,000 as to the Incremental Term Facility or the Incremental Delayed Draw Term Facility (other than in the case of an assignment of all of a Lender’s interests under this Agreement), unless otherwise agreed by the Borrower and the Administrative Agent. Any such assignment need not be ratable as among the Facilities, but shall be a

111

ratable portion of each Facility so assigned. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with Commitments and/or Loans as set forth therein, and (y) the Assignor thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of an Assignor’s rights and obligations under this Agreement, such Assignor shall cease to be a party hereto, except as toSection 2.20,Section 2.21 andSection 10.5 in respect of the period prior to such effective date). Notwithstanding any provision of this Section, the consent of the Borrower shall not be required for any assignment that occurs at any time when any Event of Default shall have occurred and be continuing. For purposes of the minimum assignment amounts set forth in this paragraph, multiple assignments by two or more Related Funds shall be aggregated.

(d) The Administrative Agent shall, on behalf of the Borrower, maintain at its address referred to inSection 10.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, each Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Loans and any Notes evidencing such Loans recorded therein for all purposes of this Agreement. Any assignment of any Loan, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of a Loan evidenced by a Note shall be registered on the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Loan, accompanied by a duly executed Assignment and Acceptance; thereupon one or more new Notes in the same aggregate principal amount shall be issued to the designated Assignee, and the old Notes shall be returned by the Administrative Agent to the Borrower marked “canceled”. The Register shall be available for inspection by the Borrower or any Lender (with respect to any entry relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior notice. A list of current Lenders will be made available for any Lender who requests same while any amendment to this Agreement is pending.

(e) Upon its receipt of an Assignment and Acceptance executed by an Assignor and an Assignee (and, in any case where the consent of any other Person is required bySection 10.6(c), by each such other Person) together with payment to the Administrative Agent of a registration and processing fee of $3,500 (treating multiple, simultaneous assignments by or to two or more Related Funds as a single assignment) (except that no such registration and processing fee shall be payable in the case of an Assignee which is already a Lender or is an affiliate or Related Fund of a Lender or a Person under common management with a Lender), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Borrower. On or prior to such effective date, the Borrower, at its own expense, upon request, shall execute and deliver to the Administrative Agent (in exchange for the Revolving Credit Note, Incremental Term Note and/or Incremental Delayed Draw Term Note, as the case may be, of the assigning Lender) a new Revolving Credit Note, Incremental Term Note and/or Incremental Delayed Draw Term Note, as the case may be, to the order of such Assignee in an amount equal to the

112

Revolving Credit Commitment, Incremental Term Loans and/or Incremental Delayed Draw Term Commitment and Incremental Delayed Draw Term Loans, as the case may be, assumed or acquired by it pursuant to such Assignment and Acceptance and, if the Assignor has retained a Revolving Credit Commitment, Incremental Term Loan and/or Incremental Delayed Draw Term Commitment and Incremental Delayed Draw Term Loans, as the case may be, upon request, a new Revolving Credit Note, Incremental Term Note and/or Incremental Delayed Draw Term Note, as the case may be, to the order of the Assignor in an amount equal to the Revolving Credit Commitment, Incremental Term Loans and/or Incremental Delayed Draw Term Commitment and Incremental Delayed Draw Term Loans, as the case may be, retained by it hereunder. Such new Note or Notes shall be dated the Effective Date and shall otherwise be in the form of the Note or Notes replaced thereby.

(f) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests in Loans and Notes, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law, or, in the case of a Lender which is a fund, to any holders of obligations owned or securities issued by such Lender or to any trustee for, or other representatives of, such holders. No such assignments creating security interest shall require the consent or approval of either the Administrative Agent or Borrower (provided, however, any absolute assignments do require such consent and approval as provided in thisSection 10.6).

(g) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement;provided, that (i) nothing herein shall constitute a commitment by any SPC to make any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the 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 indebtedness 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 proceedings under the laws of the United States or any state thereof. In addition, notwithstanding anything to the contrary in thisSection 10.6(g), any SPC may (A) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender, or with the prior written consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld) to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans, and (B) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC;provided, that non-public information with respect to the Borrower may be disclosed only with the Borrower’s consent which will not be unreasonably withheld. This paragraph (g) may not be amended without the written consent of any SPC with Loans outstanding at the time of such proposed amendment.

113

(h) No such assignment shall be made (i) without the consent of the Required Lenders and the Administrative Agent and cancellation of the Commitments and Obligations assigned with such consent, to the Borrower or any of the Borrower’s Affiliates or Subsidiaries (ii) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural person. Any Commitments or Obligations assigned (with or without Required Lender consent) to the Borrower or any Subsidiary or Affiliate of the Borrower shall be deemed cancelled and no longer outstanding and no such assignee shall have any right whatsoever with respect to that portion of the Commitments or Obligations so assigned, including to (x) consent to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document, or otherwise to vote on any matter related to any Loan Document or require the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to any Loan Document, (y) attend any meeting with the Administrative Agent or any Lender or receive any information from any Agent or any Lender, or to the benefit of any advice provided by counsel to the Administrative Agent or the other Lenders or to challenge the attorney-client privilege of the communications between the Administrative Agent, such other Lenders and such counsel, or (z) make or bring any claim, in the capacity of a Lender, against the Administrative Agent with respect to the duties of the Administrative Agent to such assignee.

10.7Adjustments; Set-off.

(a) Except to the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to inSection 8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Obligations, such Benefited Lender shall purchase for Cash from the other Lenders a participating interest in such portion of each such other Lender’s Obligations, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders;provided,however, that (i) if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; and (ii) the provisions of thisSection 10.7(a) shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the Back-Stop Arrangements), (y) the application of proceeds of Back-Stop Arrangements in respect of obligations relating to Letters of Credit and Swing Line Loans (including related Lender participation obligations) provided for inSection 2.26, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Commitments, Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of thisSection 10.7(a) shall apply unless such assignment is made with the consent of the Required Lenders.

114

(b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower;provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions ofSection 2.27 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender,provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.8Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement or of a Lender Addendum by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

10.9Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of thisSection 10.9, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the Issuing Lenders or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

115

10.10Integration. This Agreement and the other Loan Documents represent the entire agreement of the Borrower, the Agents, the Arranger and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Arranger, any Agent or any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

10.11GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

10.12Submission To Jurisdiction; Waivers. The Borrower hereby irrevocably and unconditionally:

(a) submits for itself and its Property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding shall be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth inSection 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

10.13Acknowledgments. The Borrower hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b) neither the Arranger, any Agent nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Arranger, the Agents and the Lenders, on one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

116

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Arranger, the Agents and the Lenders or among the Borrower and the Lenders.

10.14Confidentiality. Each of the Agents and the Lenders agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential;provided, that nothing herein shall prevent any Agent or any Lender from disclosing any such information (a) to the Arranger, any Agent, any other Lender or any affiliate of any thereof, (b) to any Participant, pledgee or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisions, (c) to any of its employees, directors, agents, attorneys, accountants and other professional advisors, (d) to any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (e) upon the request or demand of any Governmental Authority having jurisdiction over it, (f) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (g) in connection with any litigation or similar proceeding, (h) that has been publicly disclosed other than in breach of this Section, (i) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (j) in connection with the exercise of any remedy hereunder or under any other Loan Document. Notwithstanding anything to the contrary in the foregoing sentence or any other express or implied agreement, arrangement or understanding, the parties hereto hereby agree that, from the commencement of discussions with respect to the financing provided hereunder, any party hereto (and each of its employees, representatives, or agents) is permitted to disclose to any and all persons, without limitation of any kind, the tax structure and tax aspects of the transactions contemplated hereby, and all materials of any kind (including opinions or other tax analyses) related to such tax structure and tax aspects.

10.15Release of Collateral and Guarantee Obligations.

(a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Disposition of Property permitted by the Loan Documents, the Administrative Agent shall timely, and in no event later than thirty (30) days following the Administrative Agent’s receipt of the notice of such disposition (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Specified Hedge Agreement) take such actions as shall be required to release its security interest in any Collateral being Disposed of in such Disposition, and to release any guarantee obligations under any Loan Document of any Person being Disposed of in such Disposition, to the extent necessary to permit consummation of such Disposition in accordance with the Loan Documents.

117

(b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations (other than obligations in respect of any Specified Hedge Agreement and indemnification obligations which are not then due and payable) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding, upon request of the Borrower, the Administrative Agent shall promptly (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Specified Hedge Agreement) take such actions as shall be required to release its security interest in all Collateral, and to release all guarantee obligations under any Loan Document, whether or not on the date of such release there may be outstanding Obligations in respect of Specified Hedge Agreements. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.

10.16Accounting Changes. In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting Change” refers to (a) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC, the Borrower’s manner of accounting addressed in the preferability letter from the Borrower’s independent auditors to the Borrower in order for such auditor to deliver an opinion to the Borrower’s financial statements required to be delivered pursuant toSection 6.1 without qualification.

10.17Delivery of Lender Addenda. Each initial Lender shall become a party to this Agreement by delivering to the Administrative Agent a Lender Addendum duly executed by such Lender, the Borrower and the Administrative Agent.

10.18WAIVERS OF JURY TRIAL. THE BORROWER, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

118

10.19USA Patriot Act Notification. The Lenders hereby notify the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)) (the “Act”), the Lenders are required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow the Lenders to identify the Borrower in accordance with the Act. The Borrower agrees to cooperate with each Lender with respect to the requirements of the Act and to provide true, accurate and complete information to each Lender in response to any request relating thereto.

10.20Gaming Laws and Liquor Laws. Any other provision of this Agreement or any other Loan Documents to the contrary notwithstanding, all rights, remedies and powers provided in this Agreement and the other Loan Documents, including with respect to the Collateral, may be exercised only to the extent, and in the manner, that the exercise thereof does not violate any applicable Gaming Laws and Liquor Laws, and only to the extent that required approvals, including prior approvals are obtained from the requisite Gaming Boards and Liquor Authorities. Further, all provisions of this Agreement and the other Loan Documents, including with respect to the Collateral, are intended to be subject to all applicable mandatory provisions of the Gaming Laws and Liquor Laws and to be limited solely to the extent necessary to not render the provisions of this Agreement and the other Loan Documents invalid or unenforceable, in whole or in part. Administrative Agent will timely apply for and receive all required approvals, and otherwise comply with all rules and regulations, of the applicable Gaming Board and Liquor Authorities for the sale or other disposition of any Collateral, including, without limitation, any interest in any Restricted Subsidiary holding a Gaming License, Liquor License or any gaming property or equipment regulated by Gaming Laws (including any gaming equipment consisting of slot machines, gaming tables, cards, dice, gaming chips, player tracking systems, and all other “gaming devices,” associated equipment,” “mobile gaming systems” and “interactive gaming systems” (as each of the foregoing terms or words of like import referring thereto are defined in the applicable Gaming Laws)).

[Signature pages follow]

119

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


PINNACLE ENTERTAINMENT, INC., a Delaware corporation, as Borrower
By:	/s/ Carlos A. Ruisanchez
	Name:	Carlos A. Ruisanchez
	Title:	Executive Vice President and Chief Financial Officer