CASH COLLATERAL AND DISBURSEMENT AGREEMENT

Exhibit 2.15

CASH COLLATERAL AND DISBURSEMENT AGREEMENT

among

The Bank of New York Trust Company, N.A.,

as the Disbursement Agent,

The Bank of New York Trust Company, N.A.,

as the Trustee,

and

155 EAST TROPICANA, LLC

and

155 EAST TROPICANA FINANCE CORP.,

together, as the Issuers

Dated as of March 29, 2005

TABLE OF CONTENTS

i

ii

EXHIBITS

iii

CASH COLLATERAL AND DISBURSEMENT AGREEMENT

THIS CASH COLLATERAL AND DISBURSEMENT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of March 29, 2005, by and among The Bank of New York Trust Company, N.A., having an office at 700 South Flower Street, Suite 500, Los Angeles, California 90017, as trustee (together with its successors and assigns, the “Trustee”) under the Indenture (as defined below), The Bank of New York Trust Company, N.A., as disbursement agent (together with its successors and assigns, the “Disbursement Agent”), and 155 East Tropicana, LLC, a Nevada limited-liability company (the “Company”) and 155 East Tropicana Finance Corp., a Nevada corporation (“Finance Corp.,” together with the Company, the “Issuers”).

R E C I T A L S

A.                                    Notes .  The Issuers have issued One Hundred Thirty Million Dollars ($130,000,000) in aggregate principal amount of  their 8¾% Senior Secured Notes due 2012 (the “Original Notes” and, together with any additional Notes issued under the Indenture and any new notes issued in exchange for the Original Notes or such additional Notes, the “Notes”) concurrently herewith.  The Notes have been issued pursuant to the provisions of an Indenture (as amended, supplemented or otherwise modified from time to time, the “Indenture”) dated the date hereof, among the Issuers, the Guarantor named therein and the Trustee, on behalf of itself and the holders of the Notes.  Net proceeds from the issuance of Notes will be disbursed as follows:  (a) Fifty Million Eight Hundred Thousand Dollars ($50,800,000) (the “Renovation Proceeds”) will be deposited contemporaneously with the execution of this Agreement into Account No. 171098 held at the Disbursement Agent (said account, or any substitute account selected in accordance with the terms of this Agreement, is referred to herein as the “Renovation Disbursement Account”), to be maintained by the Disbursement Agent pursuant to Section 2 of this Agreement; and (b) Eleven Million One Hundred Fifty Four Thousand Dollars ($11,154,000) (the “Interest Reserve Proceeds,” which, together with the Renovation Proceeds shall be referred to herein as the “Proceeds”), will be deposited contemporaneously with the execution of this Agreement into Account No. 171097, held at the Disbursement Agent (said account, or any substitute account selected in accordance with the terms of this Agreement, is referred to herein as the “Interest Reserve Account”), to be maintained by the Disbursement Agent pursuant to Section 2 of this Agreement.

B.                                      Collateral and Collateral Assignment .  As security for their obligations under the Notes and the Indenture, the Issuers have granted security interests to the Trustee, on behalf of itself and the holders of Notes, in certain assets and has collaterally assigned certain contracts to the Trustee.  As further security for its obligations under the Notes and the Indenture, the Issuers also have granted pursuant to the Pledge Agreement a security interest to the Trustee, on behalf of itself and the holders of the Notes, in all of the Issuers’ right, title and interest in the Renovation Disbursement Account, the Interest Reserve Account and the Disbursed Funds Account (as defined herein) and any Proceeds or other amounts held in any such accounts.

C.                                      Purpose .  The parties intend that portions of the Proceeds and the other amounts deposited from time to time in the Renovation Disbursement Account be used to design, renovate and equip the Resort (as defined herein) and complete the Hooters Renovation, all in

1

accordance with this Agreement and the Indenture.  The parties have entered into this Agreement in order to set forth the conditions upon which, and the manner in which, funds will be disbursed in order to permit the Company to design, renovate and equip the Resort, complete the Hooters Renovation and to pay certain Debt Financing Costs when due and payable under the Notes.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                                        Definitions.

1.1                                  Defined Terms .  In this Agreement (including the preamble and recitals), the terms defined in this Section 1 shall have the meanings herein specified, such definitions to be equally applicable to both the singular and plural forms of any of the terms defined:

“Accounts” means the Interest Reserve Account and the Renovation Disbursement Account.

“Additional Contract Certificate” means an Additional Contract Certificate in the form of Exhibit F-2 attached hereto.

“Additional Revenue” means revenue (including, without limitation, investment income (loss), less any losses or costs associated therewith, earned on amounts in the Renovation Disbursement Account) generated by the Issuers (other than from disposition of its assets), but only to the extent that such revenue is held by the Issuers, free and clear of any claims of any other parties whatsoever, other than claims of the Trustee and holders of the Notes; provided, however, that as of any date of measurement, Additional Revenue also shall include investment income (loss), less any losses or costs associated therewith, which the Issuers reasonably determines (with the reasonable concurrence of the Disbursement Agent (acting in its sole discretion exercised in good faith)) will be earned on funds in the Renovation Disbursement Account through the reasonably anticipated date of Re-Opening, taking into account the current and future reasonably anticipated rates of return on Cash Equivalents in the Renovation Disbursement Account and the reasonably anticipated times and amounts of draws therefrom for the payment of Renovation Expenses or in connection with permitted amendments to the Renovation Disbursement Budget (as applicable).

“Advance Disbursements” means a disbursement from the Renovation Disbursement Account to the Issuers pursuant to Section 7.3 and in accordance with the Renovation Disbursement Budget, notwithstanding the fact that not all certifications and lien releases have been obtained and other disbursement conditions have not been satisfied; provided that the aggregate amount of Advance Disbursements outstanding at any time shall not exceed an amount greater than One Million Five Hundred Thousand Dollars ($1,500,000).

“Advanced Disbursement Certificate” means an Officer’s Certificate from the Issuers in the form of Exhibit D-2 attached hereto.

“Affiliate” has the meaning given in the Indenture.

2

“Agreed Permits” has the meaning given in Exhibit B attached hereto.

“Applicable Permits” means the national, state and local license authorizations, certifications, filings, recordings, permits or other approvals with or of any Governmental Instrumentality, including, without limitation, environmental, construction, operating or occupancy permits and any agreements, consents or approvals that are required or that are otherwise necessary for the performance of the design, construction, operation or maintenance of the Resort or the Hooters Renovation in accordance with the Operative Documents.  Without limiting the foregoing, Applicable Permits also include Renovation Period permits for temporary construction utilities and temporary sanitary facilities, dump permits, road use permits, permits related to the use, storage and disposal of hazardous materials introduced to the Property for or in connection with the performance of the design, construction, the operation or maintenance of the Resort or the Hooters Renovation, and permits issued pursuant to any building, mechanical, electrical, plumbing or similar codes.

“Architect” means C&B Nevada, Inc., and its successors identified by notice from the Company to the Disbursement Agent.

“Architect Agreement” means the agreement between the Company and Architect for the Hooters Renovation executed by the Architect and the Company dated December 2, 2004 (as amended, modified or supplemented from time to time in accordance with this Agreement).

“Available Funds” means subject to Section 8.4, at any given time, the sum of (a) the balance of the Renovation Disbursement Account, (b) so long as there is no Default or Event of Default, Additional Revenue expected to be earned from and after such time, (c) the net proceeds of any FF&E Financing that the Issuers have incurred or reasonably expects to incur in accordance with the Indenture, less all amounts previously drawn down from such FF&E Financing and (d) the net proceeds available for loan under any Credit Agreement that the Issuers execute or reasonably expects to execute in accordance with the Indenture.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New York, are authorized or obligated by law or executive order to close.

“Cash Equivalent” has the meaning given in the Indenture.

“Collateral” has the meaning given in the Indenture.

“Collateral Agreements” has the meaning given in the Indenture.

“Contract” means a contract to which the Company is a party pertaining to the design, development, engineering, installation or construction of all or any portion of the Resort or the Hooters Renovation, including, without limitation, any contract, license and performance and payment bond or guarantee, if any; provided, however, such term shall not include any of the Subcontracts, the Subcontractors, the Financing Agreements or any of the documents evidencing or securing the FF&E Financing or the Credit Agreement.

“Contractor” means a party to a Contract other than the Company.

3

“Control Account Agreement” means that certain Deposit Account Control Agreement dated as of even date herewith by and among the Trustee, the Issuers, and The Bank of New York Trust Company, N.A., as securities intermediary.

“Credit Agreement” has the meaning given in the Indenture.

“Debt Financing Costs” means all principal, interest, premium fees and other amounts payable or accrued from time to time under the Notes.

“Deed of Trust” means the  Deed of Trust, Security Agreement, Fixture Filing and Assignment of Rents, Leases and Leasehold Interests and Assignment of Leases and Rents dated as of even date herewith made by the Issuers in favor of the Trustee, on behalf of itself and the holders of the Notes.

“Default” means any event, omission or failure of a condition that is, or with the passage of time or the giving of notice or both could be, an Event of Default herein.

“Disbursed Funds Account” means Account No.  11552783 held at Wells Fargo Brokerage Services, LLC, in the name of the Company, or any substitute account selected in accordance with this Agreement, which account shall be funded from disbursements from the Renovation Disbursement Account pursuant to this Agreement and shall be pledged as collateral to the Trustee pursuant to the Control Account Agreement, for the benefit of itself and the holders of the Notes, and from which the Company shall have general check writing authority.

“Disbursement Agent’s Closing Certificate” is an Officer’s Certificate from the Disbursement Agent in the form of Exhibit B-2 attached hereto.

“Disbursement Request” means any Initial Disbursement Request, Renovation Disbursement Request, Interest Disbursement Request, Advance Disbursement Request and any other request for disbursement from the Accounts made pursuant to this Agreement.

“Event of Loss” has the meaning given in the Indenture.

“FF&E” has the meaning given in the Indenture.

“FF&E Financing” has the meaning given in the Indenture.

“Final Plans” means Plans which (i) have received final approval from all Governmental Instrumentalities required to approve such Plans prior to completion of the work or improvements and (ii) contain sufficient specificity to permit the completion of the Hooters Renovation.

“Financing Agreements” means, collectively, this Agreement, the Indenture, the Collateral Agreements, the Notes and any other loan or security agreement entered into on, prior to or after the Issue Date with or for the benefit of the Trustee to finance the Hooters Renovation or any portion thereof, as each of the same may be amended from time to time as permitted thereunder and in accordance with the terms and conditions of this Agreement.

4

“Gaming Authority” has the meaning given in the Indenture.

“Gaming License” has the meaning given in the Indenture.

“General Contractor” means The PENTA Building Group, Inc.

“Governmental Instrumentality” means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau or entity (including any Gaming Authority, any zoning authority, the FDIC, the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority) or any arbitrator with authority to bind a party at law.

“Hard Costs” means the costs and expenses in respect of supplying goods, materials and labor for the construction of improvements relating to the Hooters Renovation or other amounts payable pursuant to the Renovation Documents.

“Hooters Renovation” means the redesign and renovation of the Hotel San Remo Casino & Resort as a Hooters Casino, Resort and Entertainment Center having and using the Hooters Brand and concept.  As part of the Hooters Renovation, the Hotel San Remo Casino & Resort shall be re-themed and re-named, shall include a Hooters Restaurant and may include such concepts such as a Dan Marino Town Tavern, Martini Bar and Howl at the Moon entertainment lounge.

“Hooters Renovation Cost Schedule” means an itemized schedule in the form of Schedule 1 to a Disbursement Request, a form of which is attached hereto as Schedule 1 to Exhibit D.

“Initial Renovation Disbursement Budget” means, collectively, the itemized schedule setting forth on a line item-basis all of the costs which the Company anticipates to expend from and after the Issue Date in connection with the design, development, engineering, construction, installation, equipping and commencement of operations of the Resort, including all Renovation Expenses but excluding all Debt Financing Costs, attached as Exhibit 1 to the Issuers’ Closing Certificate, which costs in the aggregate shall not exceed the Available Funds.

“Initial Disbursements Certificate” means an Officer’s Certificate signed by the Issuers in the form attached hereto as Exhibit A, together with the schedule attached thereto.

“Interest Disbursement Certificate” means an Officer’s Certificate from the Issuers in the form attached hereto as Exhibit C.

“Interest Payment Date” has the meaning given in the Notes.

“Issuance Fees and Expenses” means fees and expenses incurred on or before the Issue Date by the Issuers or for which the Issuers are liable in connection with the offering of the Notes.

“Issue Date” has the meaning given in the Indenture.

5

“Issuers’ Closing Certificate” means an Officer’s Certificate from the Issuers in the form attached hereto as Exhibit B-1, together with the exhibits attached thereto.

“Lien” has the meaning given in the Indenture.

“Manager” means Hawkeye Construction and Millwork, Inc.

“Material Renovation Document” means any of the Renovation Contract, the Architect Agreement, and without duplication, any other Contract with a total contract amount in excess of $100,000.

“Net Loss Proceeds” means Net Cash Proceeds from an Event of Loss, as such terms are defined in the Indenture.

“Obligations” means (a) all loans, advances, debts, liabilities and obligations, howsoever arising, owed by the Company and its direct and indirect Subsidiaries under the Indenture or otherwise to the Trustee or any holder of the Notes of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, pursuant to the terms of this Agreement, any of the other Financing Agreements or any of the other Operative Documents, including all interest, fees, charges, expenses, attorney’s fees and accountants fees chargeable to the Company in connection with its dealings with the Company and payable by the Company hereunder or thereunder; (b) any and all sums advanced by the Disbursement Agent or the Trustee in order to preserve the Collateral or preserve the Disbursement Agent’s or the Trustee’s security interest in the Collateral, including all advances pursuant to Section 7.5(ii) of this Agreement; and (c) in the event of any proceeding for the collection or enforcement of the Obligations after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Disbursement Agent or the Trustee of its respective rights under the Collateral Documents, together with reasonable attorney’s fees and court costs.

“Officer’s Certificate” means a certificate signed by one of the following officers of the Person on whose behalf or for whose benefit the certificate is being executed or delivered:  the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Executive Vice President, Vice President, Treasurer or Assistant Treasurer.

“Operative Documents” means the Financing Agreements and the Renovation Documents.

“Operator Licensing Event” has the meaning given in the Indenture.

“Operator Licensing Event Certificate” means an Officer’s Certificate from the Issuers in the form attached hereto as Exhibit D-3.

“Permitted Lien” has the meaning given in the Indenture.

6

“Person” means any individual, corporation, limited liability company, partnership, limited liability partnership, joint venture, association, joint-stock company, trust, unincorporated organization, governmental regulatory entity, county, state, agency or political subdivision thereof, municipality or other entity.

“Plans” means the plans, specifications, working drawings, design documents and any change orders relating thereto, which may be amended by the Company as necessary or appropriate, that collectively:  (a) provide for and detail the manner of construction of improvements for the Resort; (b) call for construction which will permit the Re-Opening to occur on or prior to the Re-Opening Deadline; (c) call for construction which will cause the Hooters Renovation to be completed for a total cost consistent with the Renovation Disbursement Budget and the line items set forth therein, taking into consideration the availability of Available Funds, including Realized Savings; (d) are consistent with constructing the Hooters Renovation; (e) have been signed by an architect who is licensed to practice architecture in the State of Nevada; and (f) to the extent such Plans are amended, such Plans are consistent with previous Plans and are reasonably inferable therefrom, as the same may be amended or supplemented form time to time.

“Pledge Agreement” means each of the Security Agreement and/or Control Account Agreement among any of the Disbursement Agent, the Trustee and the Issuers relating to the Trustee’s security interest in the Accounts and the Disbursed Funds Account and the proceeds thereof.

“Property” means the real property located at 115 and 155 East Tropicana Avenue, Las Vegas, Nevada.

“Property Documents” means each easement or material agreement affecting the Property or the Company’s use thereof.

“Realized Savings” means the excess of the amount budgeted in the Renovation Disbursement Budget for a line item over the amount of funds expended or owed by the Company to complete the tasks set forth in such line item and for the materials and services used to complete such tasks, so long as the terms for such tasks are final and unconditional (other than the satisfactory completion of such tasks), including without limitation the execution of fixed price purchase orders to acquire the materials that are the subject of such line item (as applicable); provided, however, that Realized Savings for any line item shall be deemed to be zero (i) if such savings are obtained in a manner that materially detracts from the overall value, quality and amenities of the Resort and (ii) unless and until the Issuers have delivered a fully executed Renovation Disbursement Budget Amendment Certificate (together with all exhibits thereto) which includes such Realized Savings.

“Remaining Costs” means, at any given time, the amount of Renovation Expenses (including Retainage Amounts) set forth in the Renovation Disbursement Budget that remain unpaid at such time (including amounts that have not yet accrued at such time).

“Renovation Contract” means the Standard Form of Agreement Between Owner and Contractor for the Hooters Renovation executed by the General Contractor and the Company,

7

dated February 25, 2005 (as amended, modified or supplemented from time to time in accordance with this Agreement).

“Renovation Disbursement Budget” means the Initial Renovation Disbursement Budget, as the same may be amended from time to time pursuant to this Agreement.

“Renovation Disbursement Budget Amendment Certificate” means an Officer’s Certificate in the form of Exhibit E attached hereto.

“Renovation Disbursement Certificate” means an Officer’s Certificate from the Issuers in the form of Exhibit D-1 attached hereto.

“Renovation Documents” means the Renovation Contract, the Architect Agreement, and any other Contract entered into by the Company on, prior to or after the Issue Date with respect to construction of all or any portion of the Resort or the Hooters Renovation (other than the Financing Agreements and the documents evidencing or securing the FF&E Financing or a Credit Agreement), as the same may be amended from time to time as permitted thereunder and in accordance with this Agreement.

“Renovation Expenses” means expenses incurred in connection with the design, development, engineering, construction, installation, equipping and commencement of operations of the Hooters Renovation in accordance with the Renovation Disbursement Budget, excluding, however (a) any such expenses paid on or prior to the Issue Date, (b) any Debt Financing Costs and (c) any Issuance Fees and Expenses.

“Renovation Period” means the period from the Issue Date to and including the initial date of the Re-Opening.

“Renovation Schedules” mean, collectively, schedules describing the sequencing of the components of work to be undertaken in connection with the Hooters Renovation, which schedules demonstrate that the Re-Opening will occur on or prior to the Re-Opening Deadline.

“Re-Opening” means the time when the Hooters Renovation shall have been substantially completed and the facilities of the Hooters Hotel Casino have been opened to the general public, are receiving customers in the ordinary course of business and are operating in accordance with applicable laws.

“Re-Opening Deadline” means June 1, 2006.

“Reserved Renovation Amount” means the amount (exclusive of any Retainage Amounts) necessary as of the date of the Final CDA Disbursement to complete the Hooters Renovation in accordance with the Final Plans, including punch list items.

“Resort” means that certain resort hotel and all restaurants therein and other facilities, related assets and real and personal property used in connection therewith, which, upon completion of the Hooters Renovation, will be commonly known as the Hooters Casino, Resort and Entertainment Center and located at 115 and 155 East Tropicana Avenue, Las Vegas, Nevada.

8

“Retainage Amounts” means, at any given time, amounts which have accrued and are owing under the terms of a Contract for work or services to the Company already provided but which at such time (and in accordance with the terms of the Contract) are being withheld from payment to the respective Contractor until certain subsequent events (e.g., completion benchmarks or required to release to a Subcontractor) have been achieved under the Contract.

“Security Agreement” means that certain Senior Secured Note Security Agreement dated as of even date herewith, made by the Issuers in favor of the Trustee, acting in the capacity of collateral agent for the benefit of itself and the holders of the Notes.

“Soft Costs” means all costs and expenses (other than Hard Costs) set forth in the Renovation Disbursement Budget, including without limitation pre-opening costs.

“Subcontracts” has the meaning given in the Renovation Contract.  “Subcontractors” means the Persons performing the obligations under the Subcontracts.

“Title Insurer” means Lawyers Title of Nevada, Inc.

“Title Policy” means the lender’s policy or policies of title insurance to be provided by the Title Insurer to the Trustee with respect to the Properties, together with all endorsements thereto, in the form attached as Exhibit H.

“Trustee’s Closing Certificate” is the Officer’s Certificate from the Trustee in the form of Exhibit B-3 attached hereto.

1.2                                  Additional Defined Terms .  In addition, the terms listed below in the left column below shall have the respective meanings assigned to such terms in the Section of this Agreement listed opposite such terms in the right column below.  All other capitalized terms not defined herein, but defined in the Indenture, shall have the meanings ascribed to them in the Indenture.

9

1.3                                  Rules of Interpretation .  The following rules of interpretation shall apply herein.

1.3.1                                 The singular includes the plural and the plural includes the singular.

1.3.2                                 The word “or” is not exclusive.

1.3.3                                 A reference to a Person includes its permitted successors and permitted assigns.

1.3.4                                 Accounting terms have the meanings assigned to them by U.S. GAAP (as defined in the Indenture), as applied by the accounting entity to which they refer.

1.3.5                                 The words “include,” “includes” and “including” are not limiting.

1.3.6                                 A reference in a document to an Article, Section, Exhibit, Schedule is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated.  Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document.

1.3.7                                 References to any document, instrument or agreement (a) shall include all exhibits, schedules and other attachments thereto, (b) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (c) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time.

1.3.8                                 The words “hereof,” “herein” and “hereunder” and words of similar import when used in any document shall refer to such document as a whole and not to any particular provision of such document.

1.3.9                                 References to “days” shall mean calendar days, unless the term “Business Days” shall be used.

2.                                        Establishment of Accounts .

2.1                                  Appointment of Disbursement Agent .  The Trustee and the Company hereby appoint The Bank of New York Trust Company, N.A. as the Disbursement Agent, and The Bank of New York Trust Company, N.A. hereby accepts such appointment, as the Disbursement Agent upon the terms and conditions set forth in this Agreement.  The Disbursement Agent agrees to act in good faith at all times herein.

10

2.2                                  Establishment of Accounts .   Concurrently with the execution and delivery hereof, the Disbursement Agent shall establish the Accounts and the Disbursed Funds Account at the Disbursement Agent and credit thereto, in accordance with the provisions of Recital A hereof, the Proceeds.  All funds in the Accounts and the Disbursed Funds Account shall be held in trust and not commingled with any deposit or commercial bank account.  The Disbursement Agent hereby waives any and all liens, claims, encumbrances and rights of set off which it may have in the Accounts and the Disbursed Funds Account, including all rights of offset, deductions and liens, whether statutory or otherwise afforded by law, agreement or otherwise set forth herein.  All funds accepted by the Disbursement Agent pursuant to this Agreement shall be held in the appropriate Account or the Disbursed Funds Account for the benefit of the Issuers subject to the terms and conditions of this Agreement and the Pledge Agreement (including, without limitation, the rights of the Trustee hereunder and thereunder).  The Disbursement Agent may, upon the written request of the Issuers, establish sub-accounts for accounting purposes within the Accounts and the Disbursed Funds Account, it being understood and agreed that the creation of such sub-accounts shall in no way affect the pledge in favor of the Trustee in the Accounts and the Disbursed Funds Account hereunder.

2.3                                  Pledge Agreement .  Pursuant to the Pledge Agreement, the Issuers have granted to the Trustee, for the benefit of the holders of the Notes, a first priority security interest in the Accounts and the Disbursed Funds Account and all funds and assets from time to time deposited therein, and all products and proceeds thereof.  The Disbursement Agent shall note in its records that all funds and other assets in the Accounts and the Disbursed Funds Account have been pledged to the Trustee and that the Disbursement Agent is holding such items as agent for the Trustee, as secured party.  The Disbursement Agent shall maintain dominion and control over the Accounts and the Disbursed Funds Account and the funds and assets therein solely for the benefit of the Trustee, as secured party, and for no other parties or Persons; provided, however, that the Issuers shall be able to obtain disbursements from the Accounts and the Disbursed Funds Account in accordance with the terms hereof and upon such disbursement to the Issuers, such pledge and security interest shall be extinguished and released with respect to the amount so disbursed.  Accordingly, it is the intention of the parties that all such funds and assets shall not be within the bankruptcy “estate” (as such term is used in 11 U.S.C. § 541, as amended) of the Disbursement Agent.  All such funds and all earnings accruing from time to time thereon shall be held in the applicable Account or the Disbursed Funds Account until disbursed or transferred in accordance with the terms hereof or until transferred to such other account as the Trustee and the Issuers may direct the Disbursement Agent to establish.

2.4                                  Investment of Funds in Accounts .  All funds from time to time credited to and contained in each of the Renovation Disbursement Account (other than those to be disbursed pursuant to the Initial Disbursement Request, which shall be so disbursed on the Issue Date) and the Interest Reserve Account shall be invested only in Cash Equivalents from time to time by written instructions by the Issuers delivered to the Disbursement Agent, pending disbursement of such funds pursuant to this Agreement. If no such investment instructions are received by the Disbursement Agent within 15 days of the date hereof or after the occurrence and during a continuance of a Default or Event of Default, such funds shall be invested in Black Rock Temp Fund No. 9999054 Dollar Share Account No. 20.  The Disbursement Agent shall not be liable for any investment, reinvestment or similar losses, fees, taxes or charges or for the availability or liquidity of funds in the Accounts as a result of any investments made or reduced to cash in

11

accordance with this Agreement, and the Disbursement Agent is hereby authorized to direct the Financial Institution (as defined in the Control Agreement) in writing (i) to purchase Cash Equivalents in accordance herewith and (ii) to reduce to cash any Cash Equivalents (without regard to maturity) in any Account in order to make any application or disbursement required hereunder.

2.5                                  Agency .  The Disbursement Agent shall act solely as the Trustee’s agent in connection with its duties under this Agreement, notwithstanding any other provision contained herein, without any authority to obligate the Trustee outside of the scope of the authority set forth in this Agreement or to compromise or pledge its security interest hereunder; provided, however, that the Disbursement Agent is authorized to make disbursements from the Accounts on behalf of the Trustee pursuant to the terms of this Agreement.  The Issuers acknowledge and agree that in no event shall the Trustee or the holders of the Notes be liable for, nor shall the obligations of the Issuers under the Indenture, the Notes or the other Collateral Agreements be affected or diminished as a consequence of, any action or inaction of the Disbursement Agent with respect to the Accounts or the Disbursed Funds Account or any funds or other assets credited thereto or deposited herein.

2.6                                  Waiver of Set-off Rights .  The Disbursement Agent hereby acknowledges the Trustee’s security interest as set forth in this Agreement and the Pledge Agreement and waives any security interest or other lien in the Accounts or the Disbursed Funds Account or any funds or other assets credited thereto or deposited herein and further waives any right to set-off said funds, assets or investments now or in the future against any indebtedness of the Issuers to the Disbursement Agent.  The waivers set forth in this Section are of rights which may exist now or hereafter in favor of the Disbursement Agent in its individual capacity, and not of any such rights which may exist now or hereafter in favor of the Disbursement Agent in its capacity as agent for the Trustee.  Nothing in this Section shall be construed as waiving, limiting or diminishing any rights of the Trustee or the Issuers against the Disbursement Agent or one another.

3.                                        Disbursements from Accounts .

3.1                                  Conditions to Disbursement .  The Disbursement Agent shall disburse funds from the Accounts only upon satisfaction of the applicable conditions to disbursement set forth herein.

3.2                                  Method of Disbursement .  Upon satisfaction of the applicable conditions to disbursement set forth herein, the Disbursement Agent shall disburse funds from the applicable Account as specified in the applicable Disbursement Request.

3.3                                  Disbursement Agent’s Compensation .  So long as the Trustee also serves as Disbursement Agent hereunder, the Disbursement Agent shall not, except as otherwise provided in Section 13, be entitled to any fee for its services hereunder.  If the Trustee is not also serving as Disbursement Agent hereunder, the Disbursement Agent shall be entitled to such reasonable fee payable by the Issuers as is set forth in the separate agency agreement with the Trustee.  The Disbursement Agent hereunder (whether or not serving as the Trustee) shall be entitled to reimbursement for its reasonable expenses (including, without limitation, the reasonable fees and expenses of the Disbursement Agent’s counsel) as compensation for services performed under this Agreement.  The Disbursement Agent shall receive such payments without the requirement

12

of obtaining any further consent or action on the part of the Issuers with respect to the payment; provided, however, that, without limiting the foregoing, the Disbursement Agent shall provide written itemization of requested reimbursement of such expenses within thirty (30) days of receiving a written request therefor from the Issuers.  Disbursements for each calendar month shall be made on the first day of the subsequent calendar month.  The provisions of this Section 3.3 shall survive the termination of this Agreement.

3.4                                  Transfer of Funds to the Trustee .  Upon the receipt of written notice executed by the Trustee, which states that (a) an Event of Default hereunder has occurred and is continuing and (b) the Trustee is entitled to the funds in the Accounts and the Disbursed Funds Account (a copy of which notice shall be sent by the Trustee to the Issuers concurrently therewith), the Disbursement Agent shall, without need for further authorization or notice to the Issuers, deliver to the Trustee all funds in the Accounts and the Disbursed Funds Account, other than amounts the Trustee has directed the Disbursement Agent to disburse under clauses (i), (ii) and (iii) of Section 7.5 hereof.

4.                                        Agreements of the Issuers, the Disbursement Agent and the Trustee .  The Issuers, the Disbursement Agent and the Trustee severally agree as follows:

4.1                                  Disbursement Requests and Disbursements .

(a)                                   The Issuers shall concurrently with the execution and delivery of this Agreement have the right to submit to the Disbursement Agent, with a copy to the Trustee, the Initial Disbursement Certificate, requesting the disbursement of funds from the Renovation Disbursement Account in an aggregate amount not to exceed $100,000 for the Initial Disbursements (the “Initial Disbursement Request”).

(b)                                  The Issuers or, as set forth in Section 5.1, the Trustee (with a copy provided to the Issuers), shall have the right to submit to the Disbursement Agent, with a copy to the Trustee, the Interest Disbursement Certificate, requesting the disbursement of funds from the Interest Reserve Account to pay the interest due on the Notes (an “Interest Disbursement Request”) on the applicable Interest Payment Date.

(c)                                   In accordance with Section 7.2 or Section 7.3 hereof, the Issuers shall have the right from time to time during the course of this Agreement (but no more frequently than twice per calendar month (other than disbursements related to the Initial Disbursements Certificate), to submit to the Disbursement Agent, with a copy to the Trustee, a Renovation Disbursement Certificate (a “Renovation Disbursement Request”) or an Advance Disbursement Certificate (an “Advanced Disbursement Request”).

(d)                                  In accordance with Section 7.2 and Section 7.4 hereof, upon the occurrence of the Operator Licensing Event, the Issuers shall have the right to submit to the Disbursement Agent, with a copy to the Trustee, an Operator Licensing Event Disbursement Certificate, requesting the disbursement of funds from the Renovation Disbursement Account in an aggregate amount not to exceed $4,300,000 for cage and other working capital cash required upon the Company receiving its Gaming License (a “Operator Licensing Event Disbursement Request”).

13

(e)                                   The Disbursement Agent shall review each Disbursement Request submitted pursuant to Sections 4.1(a) through (d) above to determine that they meet the requirements of this Agreement and of Exhibits A, C, D-1, D-2 and D-3 respectively, including all attachments, exhibits and certificates required thereby (as the case may be) have been satisfied, and provided, that a Responsible Officer (as defined in the Indenture, except substituting “Trustee” for “Disbursement Agent”) of the Disbursement Agent (i) has determined that the requirements of this Agreement and of Exhibits A, C, D-1, D-2 and D-3, as applicable, including all attachments, exhibits and certificates required thereby (as the case may be), and (ii) has no actual knowledge of any material error, inaccuracy, misstatement or omission of fact in such Disbursement Request or an attachment, exhibit or certificate attached thereto or information provided by the Issuers upon the request of the Disbursement Agent, then the Disbursement Agent shall approve the request.  Except as to the Initial Disbursement, which shall be made on the Issue Date, the Disbursement Agent shall notify the Issuers and the Trustee as soon as reasonably possible (and in any event within two (2) Business Days after the Disbursement Agent receives the required documents) if any Disbursement Request, or any portion thereof, is disapproved and the reason(s) therefor.

(f)                                     Provided that a Disbursement Request submitted in accordance with to Sections 4.1(a) through (d) above is approved by the Disbursement Agent in accordance with this Agreement, then, within two (2) Business Days following submission of such Disbursement Request, the Disbursement Agent shall disburse to the Disbursed Funds Account the funds requested in such Disbursement Request (other than those to be disbursed pursuant to (i) the Initial Disbursement Request, which shall be disbursed on the Issue Date, or (ii) an Interest Disbursement Request, which shall be disbursed on the applicable Interest Payment Date), or such portion thereof as is approved by the Disbursement Agent.  The Issuers shall withdraw funds from and write checks on the Disbursed Funds Account solely for the purpose of paying Renovation Expenses identified on such Disbursement Request.

4.2                                  Insufficient Available Funds .  The Issuers shall promptly, and in no event later than two (2) Business Days following knowledge thereof, notify the Trustee and the Disbursement Agent in writing if at any time the Issuers reasonably believe that there are insufficient Available Funds (a) to permit the Re-Opening on or before the Re-Opening Deadline or (b) to complete the Hooters Renovation in accordance with the Final Plans and/or the Renovation Disbursement Budget (as in effect at such time).  Such notice shall specify in reasonable detail (i) the amount of such deficiency and (ii) the steps which the Issuers intend to take to cure such deficiency and the anticipated timing thereof.

5.                                        Interest Reserve .

5.1                                  Interest Disbursements .  Ten (10) days prior to each of the first two (2) Interest Payment Dates, the Issuers shall deliver to the Disbursement Agent an Interest Disbursement Request, setting forth the amount required to be paid and the Interest Payment Date upon which such payment is due and payable.  Subject to the Disbursement Agent’s review and approval under Section 4.1(e), on each such Interest Payment Date, the Disbursement Agent shall liquidate Cash Equivalents (to the extent required) held in the Interest Reserve Account and disburse to the Trustee the amounts described in the Interest Disbursement Request as due and payable on that date; provided, however, that the Trustee may direct the Disbursement Agent to

14

liquidate Cash Equivalents (to the extent required) and disburse to the Trustee the amounts necessary to pay the amounts required to be paid on the Notes in the event that the Issuers fail to timely deliver the Interest Disbursement Request.  In the event there are insufficient funds in the Interest Reserve Account to pay any amount due pursuant to an Interest Disbursement Request or direction so given by the Trustee, the Issuers shall, not less than three (3) Business Days prior to the applicable Interest Payment Date, deposit in cash into the Interest Reserve Account an amount equal to such deficiency.  The Issuers acknowledge that the Issuers’ failure to provide notice or deposit funds referenced in this Section shall not in any way exonerate or diminish the Issuers’ obligation to make all payments under the Notes as and when due.

5.2                                  Interest Reserve Account Amounts .  Upon payment in full of all interest payments due on the Notes on the second Interest Payment Date, the Disbursement Agent shall transfer any funds and/or Cash Equivalents in the Interest Reserve Account to the Renovation Disbursement Account and such funds and/or Cash Equivalents shall be deemed Additional Revenue; provided, however, that if the Final CDA Disbursement has been made pursuant to Section 7.6 prior to the second Interest Payment Date, any funds remaining in the Interest Reserve Account shall be disbursed to the Disbursed Funds Account.

6.                                        Certain Covenants .

6.1                                  Notice of Re-Opening .  Promptly after (but in any event within seven days after) the date of Re-Opening, the Issuers shall deliver an Officer’s Certificate to the Disbursement Agent and the Trustee to the effect that the Re-Opening has occurred.

6.2                                  Officer’s Certificate as Representation and Warranty .  Each Officer’s Certificate signed on behalf of the Issuers and delivered to the Disbursement Agent and/or the Trustee pursuant to, or in connection with, this Agreement, shall be deemed to be a representation and warranty by the Issuers to the Disbursement Agent and/or the Trustee, as the case may be, as to the matters covered by such certificates.

7.                                        Renovation Disbursement Account .

7.1                                  Conditions to Initial Disbursements .  Upon satisfaction of the conditions described below in this Section and Section 4.1, on the Issue Date the Disbursement Agent shall make the disbursements described in the Initial Disbursements Certificate (the “Initial Disbursements”).  The conditions to the Initial Disbursements shall consist of the following:

(a)                                   The Disbursement Agent shall have received the Proceeds;

(b)                                  The Disbursement Agent shall have received the Initial Disbursements Certificate, the Issuers’ Closing Certificate, the Disbursement Agent’s Closing Certificate (which the Disbursement Agent covenants and agrees to deliver to the Trustee and the Issuers) and the Trustee’s Closing Certificate, and each such document shall have been executed and completed as to the information required therein, and the required exhibits and attachments, if any, shall be attached; and

15

(c)                                   The Disbursement Agent shall have received confirmation from the Trustee that it has received the Initial Disbursement Certificate, the Issuers’ Closing Certificate and the Disbursement Agent’s Closing Certificate.

7.2                                  Conditions to Subsequent Disbursements .  Upon satisfaction of the conditions described below in this Section 7.2 and Section 4.1, the Disbursement Agent shall make the disbursements described in the corresponding Renovation Disbursement Request (provided that the conditions set forth in Section 7.1 above shall have previously been satisfied) from the Renovation Disbursement Account to the Disbursed Funds Account or as otherwise directed in such Renovation Disbursement Request:

(a)                                   The Company shall have submitted to the Disbursement Agent and the Trustee, a Renovation Disbursement Request pertaining to the amounts requested for disbursement, together with a completed Schedule 1 in the form contemplated thereby.

(b)                                  The Renovation Disbursement Request shall have been executed and completed as to the information required therein, and the required schedules, exhibits and attachments, if any, shall be attached.

(c)                                   No Default or Event of Default has occurred and remains continuing.

(d)                                  The Issuers certify that any amounts deposited into the Disbursed Funds Account pursuant to any previous Renovation Disbursement Requests (other than Advance Disbursements permitted to be outstanding under this Agreement) shall have been paid to the respective parties identified on the Schedule 1 of each such previous Renovation Disbursement Request, except for such limited payments withheld by the Company for good cause and set forth on Schedule 2 thereto (together with an explanation as to why such payment has been withheld).

(e)                                   The Disbursement Agent shall have received copies of all Contracts executed as of the date of any Renovation Disbursement Request and, with respect to such Contract executed on or before the date of such Renovation Disbursement Request:  (i) a consent substantially in the form attached hereto as Exhibit G signed by each Contractor with respect to such Contract; and (ii) copies of such performance and payment bonds as the Company may require to be provided to the Company pursuant to such Contract.  Such bonds shall name the Issuers and the Trustee as co-obligees and shall be in full force and effect.  The Disbursement Agent shall conclusively rely upon the certification of the Issuers set forth in the Renovation Disbursement Request in order to establish satisfaction of this condition.

7.3                                  Advance Disbursements .  Upon the satisfaction of the conditions described below in this Section 7.3 and Section 4.1, the Issuers shall have the right to deliver to the Disbursement Agent an Advance Disbursement Request, which Advance Disbursement Request shall not be required to include or attach the supporting documentation required for all other Disbursement Requests; provided, however, that (i) within thirty (30) days after any Advance Disbursement is made (or, if earlier, promptly following the occurrence of a Default or an Event of Default), the Issuers shall, with respect to such Advance Disbursement, provide the same supporting documentation as is required under this Agreement with respect to other Renovation Disbursement Requests (which documentation may be included in a subsequent Renovation

16

Disbursement Request) and (ii) in no event shall the outstanding balance of undocumented Advance Disbursements from the Renovation Disbursement Account at any one time exceed the sum of $1,500,000.  The Disbursement Agent shall approve any Advanced Disbursement Request if no Default or an Event of Default exists and is continuing and the conditions of Section 4.1(e) are satisfied.

7.4                                  Working Capital Disbursement .  Upon the occurrence of the Operating Licensing Event, the Issuers shall have the right request the disbursement of funds from the Renovation Disbursement Account in an aggregate amount not to exceed $4,300,000 for cage and other working capital cash required upon the Company receiving its Gaming License.  The Disbursement Agent shall approve any Operator Licensing Event Disbursement Request if no Default or an Event of Default exists and is continuing and the conditions of Section 4.1(e) are satisfied.

7.5                                  Disbursements after an Event of Default .  In the event that a Default or Event of Default exists and is continuing, the Disbursement Agent shall not approve any disbursement of funds for the Hooters Renovation from the Renovation Disbursement Account; provided, however, that, with the consent of the Trustee, the following payments can be made, and provided, further, that nothing in this Section 7.5 shall limit the Trustee’s right to the disbursement of funds in the Renovation Disbursement Account pursuant to Section 3.4:

(i)                                      if all other conditions in Section 7.2 (including those stated in Section 7.1 hereof) are met, funds from the Renovation Disbursement Account, for work completed or materials purchased on or prior to the date that such Default or Event of Default first occurred;

(ii)                                   payments not to exceed One Million Five Hundred Thousand Dollars ($1,500,000) in the aggregate to prevent the condition of the Hooters Renovation from deteriorating or to preserve any work completed on the Hooters Renovation, certified to the Disbursement Agent and the Trustee in writing by the Issuers to be reasonably necessary or advisable; and

(iii)                                if such condition continues for a period of three (3) consecutive months or more, at the written request of the Issuers, Retainage Amounts for work completed; provided that the Issuers certify to the Disbursement Agent and the Trustee in writing the amount required to be paid for such Retainage Amounts and that the conditions for paying such amounts (other than that the Re-Opening will occur on or prior to the Re-Opening Deadline) are met.

7.6                                  Final Disbursement of Funds Following Re-Opening .

7.6.1                                 If any funds remain in the Renovation Disbursement Account and (a) the Re-Opening has occurred, (b) there is no ongoing construction in connection with the Hooters Renovation, other than maintenance and repairs in the ordinary course of business and all punch list items, in an aggregate amount (excluding Retainage Amounts) not to exceed $250,000, and (c) there exists no Default or Event of Default, then the Issuers shall have the right to request that

17

the Disbursement Agent disburse to the Issuers all remaining funds in the Renovation Disbursement Account.  Upon receipt by the Disbursement Agent of a written Officer’s Certificate from the Issuers that (A) the Re-Opening has occurred, (B) there is no ongoing construction in connection with the Hooters Renovation (other than maintenance and repairs in the ordinary course of business) and all punch list items, in an aggregate amount (excluding Retainage Amounts) not to exceed $250,000, and (C) no Default or Event of Default exists or is continuing, then the Disbursement Agent shall disburse all remaining funds in the Renovation Disbursement Account as directed by the Issuers (the “Final CDA Disbursement”); provided, however, that the Disbursement Agent shall first disburse funds to the Disbursed Funds Account in amounts certified in writing by the Issuers as sufficient to pay any then unpaid Retainage Amounts due and owing as of the date of such disbursement (which shall be applied accordingly) or thereafter (and the Issuers shall disburse such funds to pay such Retainage Amounts as the same become due and payable), and no additional sums remaining in the Renovation Disbursement Account shall be distributed until the Disbursement Agent shall have received a certificate from the Issuers certifying that the Issuers have received (x) unconditional lien waivers from all contractors, subcontractors, materialmen or suppliers relating to the Hooters Renovation to the extent each has been paid in accordance with its respective Contract, Subcontract or other Operative Document prior to the date of such Final CDA Disbursement, and (y) conditional lien waivers from all such parties to be paid with the proceeds of the Final CDA Disbursement (if any); provided, further, that an amount representing the Reserved Renovation Amount shall also be deposited in the Disbursed Funds Account from the proceeds of the Final CDA Disbursement and the Issuers shall disburse such funds to pay Renovation Expenses to complete the Hooters Renovation in accordance with the Final Plans; and provided, further, that all funds disbursed to the Issuers pursuant to this Section shall be used by the Issuers as required pursuant to the Indenture and this Agreement, including without limitation Section 7.5.2 hereof.

7.6.2                                 Use of Funds.  To the extent that any work performed, services rendered or materials provided in connection with the Hooters Renovation as contemplated under the Renovation Disbursement Budget then in effect remain unpaid on or after the date of the Final CDA Disbursement, the Issuers shall apply all funds disbursed to the Issuers pursuant to Section 7.5.1 (including without limitation amounts representing the Reserved Renovation Amount) to pay all amounts due and owing under any Contracts in accordance therewith prior to utilizing any other funds otherwise available to the Issuers for such purposes.

8.                                        Amendments to Renovation Disbursement Budget; Amendments to Contracts; Amendments to Hooters Renovation Cost Schedule and Cost Overruns .

8.1                                  Renovation Disbursement Budget Amendment Process .  The Renovation Disbursement Budget may be amended from time to time in the manner set forth herein.  Subject to Section 8.2 below, the Issuers shall have the right from time to time to amend the Renovation Disbursement Budget to change the amounts allocated for specific line item components of the work required to complete the Hooters Renovation, including Soft Costs; provided that, in any such amendment, the Company may neither modify the description of any line item nor modify the amount set forth for any such line item incurred on or prior to the Issue Date.  A line item in the Renovation Disbursement Budget may be increased only if the funds for such increase are made available in the Renovation Disbursement Budget from (a) an increase in Additional Revenue to the extent not previously expended or dedicated to the payment of items contained in

18

the Renovation Disbursement Budget; (b) an increase in Realized Savings from another line item and a corresponding reduction in the construction line items related to such Realized Savings; or (c) the reduction of the “contingency” line item, if any, in the Renovation Disbursement Budget.  Any such amendment shall be in writing and shall identify with particularity the line items to be changed and the amount of such change and (x) in the event of an increase in a construction line item, the Realized Savings, Additional Revenue, line item for “contingency” (if any) in the Renovation Disbursement Budget and/or previously allocated reserves which are permitted to be reduced (but not any Retainage Amounts), which are proposed to be utilized to pay for the increase; and (y) in the case of a decrease in a construction line item, the Realized Savings in the amount of such reduction.  Construction line items may be reduced only upon obtaining, and in the amount of, Realized Savings.  The “contingency” line item, if any, in the Renovation Disbursement Budget may be reduced by allocation to other line items.  Any amounts of Realized Savings, Additional Revenue, contingency amounts or previously allocated reserves so identified for use in connection with a particular line item thenceforth shall be deemed dedicated to the particular line item, unless and until the Renovation Disbursement Budget is amended to reduce the amounts budgeted for the line item.  The Issuers shall submit the Renovation Disbursement Budget Amendment Certificate to the Disbursement Agent in the form of Exhibit E attached hereto, the Manager’s certification, as provided in Exhibit 1 to the Renovation Disbursement Budget Certificate, the General Contractor’s certification, as provided in Exhibit 2 to the Renovation Disbursement Budget Amendment Certificate and the Architect’s certification, as provided in Exhibit 3 to the Renovation Disbursement Budget Amendment Certificate.  Upon receipt by the Disbursement Agent of the Renovation Disbursement Budget Amendment Certificate in the form of Exhibit E attached hereto (including all required attachments), all of which must be executed and completed as to the information required therein, such amendment shall become effective hereunder and the Renovation Disbursement Budget shall thereafter be as so amended.  No amendment to the Renovation Disbursements Budget shall be effective except in accordance with the preceding sentence.

8.2                                  Contract Amendment Process .  The Company shall have the right from time to time to amend any Contract to which it is a party to change the scope of the work for any portion of the Hooters Renovation and/or the Company’s payment obligations thereunder.  Any such amendment that (i) when taken together with all other amendments to such Contract results in a cost increase in excess of Fifty Thousand Dollars ($50,000) in a Material Renovation Document (or, with respect to the Renovation Contract only, in excess of One Hundred Thousand Dollars ($100,000)), (ii) when taken together with all other amendments to such Contract results in a material reduction of the scope or quality of the work constituting the design or construction of the Hooters Renovation, or (iii) results in the likely addition of more than one week of construction (or such amendments, in the aggregate, result in the likely addition of more than four weeks of construction), shall be in writing and shall identify with particularity all changes being made.  The Company shall (a) deliver to the Disbursement Agent (x) an executed copy of the Contract amendment (the effectiveness of which will be subject only to satisfaction of the conditions in this Section 8.2), and (y) a Contract Amendment Certificate in the form attached hereto as Exhibit F-1, the Manager’s certification as provided in Exhibit 1 to the Contract Amendment Certificate, and if such Contract relates to Hard Costs, the General Contractor’s certification as provided in Exhibit 2 to the Contract Amendment Certificate and the Architect’s certification as provided in Exhibit 3 to the Contract Amendment Certificate, in each case completed as to the information required therein; and (b) if entering into such Contract

19

Amendment will result in an amendment to the Renovation Disbursement Budget, comply with the requirements of Section 8.1.  The Contract Amendment shall be deemed approved upon receipt by the Company of the Disbursement Agent’s acknowledgment of receipt of items required under this Section 8.2.

8.3                                  Contracts Entered into after the Issuance Date .  The Company may from time to time enter into Contracts constituting Renovation Documents consistent with the Final Plans and the Renovation Disbursement Budget, as each is in effect from time to time.  Each such Contract shall be in writing and, if a Material Renovation Document, shall become effective when and only when:  (i) the Company and the Contractor have executed and delivered the Contract (with the effectiveness thereof subject only to satisfaction of the conditions in clauses (ii), (iii) and (iv) below); (ii) the Company has submitted to the Disbursement Agent:  (a) such Material Renovation Document together with an Additional Contract Certificate, and all exhibits, attachments and certificates required thereby, each duly completed and executed, as applicable, and (b) copies of such performance and payment bonds as the Contractor may be required to provide to the Company pursuant to such Material Renovation Document (which performance and payment bonds shall name the Trustee and the Issuers as additional co-obligees) and a consent substantially in the form attached hereto as Exhibit G signed by the Contractor; (iii) if entering into such Contract will result in an amendment to the Renovation Disbursement Budget, the Issuers have complied with the requirements of Section 8.1; and (iv) if entering into such Contract will cause the Available Funds to be less than the Remaining Costs, the Issuers shall have complied with the requirements of Section 8.4.

8.4                                  Hooters Renovation Cost Schedule and Cost Overruns .

(a)                                   The Issuers covenant to promptly (and in any event within ten (10) days of notice or knowledge thereof) cure any anticipated cost overrun for any line item on the Renovation Disbursement Budget (after giving effect to any applicable reserves which have been allocated to such line item by a Renovation Disbursement Budget Amendment) by (i) providing sufficient funds to cover in full such cost overrun from previously unallocated Available Funds or other Additional Revenue as permitted in this Agreement (but in each case only to the extent that the same have not previously been expended or dedicated (including Retainage Amounts) to the payment of line items contained in the Renovation Disbursement Budget) and/or (ii) with respect to a cost overrun as to a particular line item, effecting a Renovation Disbursement Budget Amendment to dedicate such funds to the line items in question.

(b)                                  Each Hooters Renovation Cost Schedule shall set forth (i) the actual investment income (loss), less any losses or costs associated therewith, earned on the Renovation Disbursement Account through the date of such Hooters Renovation Cost Schedule, and (ii) the additional amount of investment income which the Issuers reasonably anticipate will be earned in the Renovation Disbursement Account from such date through the earlier of the Re-Opening Deadline and the date on which the Issuers reasonably anticipate the Re-Opening will occur.  If at any time the Issuers submit a Hooters Renovation Cost Schedule pursuant to this Section and the Issuers can no longer reasonably anticipate that the Additional Revenue earned (and anticipated to be earned as determined above) from investments of funds in the Renovation Disbursement Account will equal the amount of such Additional Revenue set forth in the

20

Renovation Disbursement Budget then in effect, then, so long as the Disbursement Agent has no actual knowledge that a Default or Event of Default exists and is continuing:

(i)                                      if the total amount of such Additional Revenue at such date earned or anticipated to be earned is less than the total amount of such Additional Revenue anticipated as of the date of the most recent disbursement from the Renovation Disbursement Account, then the Available Funds shall be deemed reduced by the amount of such deficiency and the Company (as a condition to the next Renovation Disbursement Request) shall provide or allocate additional Available Funds and/or otherwise amend the Renovation Disbursement Budget, if necessary, so that the Remaining Costs do not exceed the total Available Funds; or

(ii)                                   if the total amount of such Additional Revenue at such date earned or anticipated to be earned is greater than the total amount of such Additional Revenue anticipated as of the date of the most recent disbursement from the Renovation Disbursement Account, then the Available Funds shall be deemed increased by the amount of such excess.

9.                                        Events of Default .  The occurrence of any of the following specified events shall be an “Event of Default” hereunder:

9.1                                  Indenture .  A Default or an Event of Default under any of the Indenture (as such terms are defined therein) has occurred and is continuing, in either case beyond the expiration of applicable notice, grace and cure periods.

9.2                                  Reserved .

9.3                                  Exception to Prior Disbursement .  The existence of an exception to a prior disbursement relating to the Hooters Renovation in excess of $50,000 which is not remedied within thirty (30) days after notice.

9.4                                  Insufficient Funds .  Any time that the amount of Available Funds is less than the Remaining Costs and such deficiency continues for a period of thirty (30) days after notice of such deficiency without being cured.

9.5                                  Performance of Certain Obligations .  The failure of Issuers to perform, observe or comply in all material respects with any of their covenants under this Agreement and such failure continues for a period of five (5) days after notice thereof without being cured.

9.6                                  Reserved .

9.7                                  Abandonment of Hooters Renovation .

(a)                                   Except as and to the extent permitted under the Indenture, the Company shall cease to own the Property or any portion thereof or the buildings, fixtures and other improvements to be situated on the Property; or

21

(b)                                  Except as and to the extent permitted under the Indenture, the Issuers shall abandon the Hooters Renovation or cease to operate the Property or the Resort or shall sell or otherwise dispose of any interest in Resort.

9.8                                  Termination or Invalidity of Renovation Documents .  Any of the Material Renovation Documents shall have terminated, become invalid or illegal, or otherwise ceased to be in full force and effect (except in accordance with its terms upon completion of the respective work or delivery of the respective materials); provided that with respect to any Material Renovation Document other than the Renovation Contract and the Architect Agreement, no Event of Default shall be deemed to have occurred as a result of such termination so long as (a) the Company provides written notice to the Disbursement Agent (immediately upon, but in no event more than two (2) Business Days after, the Company’s becoming aware of such Renovation Document’s ceasing to be in full force or effect) that the Company intends to replace the Contractor under such Renovation Document (or that replacement is not necessary), and (b) in each case if, in the reasonable judgment of the Company, a replacement is necessary, the Company (i) obtains a replacement Contractor for the affected Contractor and (ii) enters into a replacement Renovation Document in accordance with Section 8.3, on terms no less beneficial to the Company than then current market terms, within sixty (60) days of such termination.

9.9                                  Schedule of Operations .  The Re-Opening has not occurred on or prior the Re-Opening Deadline.

10.                                  Disbursed Funds Account.

10.1                            Rights of the Issuers to Disbursed Funds Account .  All amounts disbursed from the Renovation Disbursement Account shall either be paid directly to a Person (excluding the Issuers except in the case of the Initial Disbursements) described in and pursuant to a Renovation Disbursement Request or to the Disbursed Funds Account.  The Disbursed Funds Account shall be maintained in the name of the Issuers and all funds deposited or held in such account shall belong to the Issuers, against which the Issuers may draw for expenditures permitted by this Agreement only from time to time.  All funds deposited and held in the Disbursed Funds Account shall, pending disbursement in accordance with this Agreement, be invested in cash or Cash Equivalents as directed by the Issuers, except as otherwise provided herein or in the Pledge Agreement.  Pursuant to the Pledge Agreement, the Issuers have granted to the Trustee (for the benefit of itself and the holders of the Notes) a first priority security interest in its Disbursed Funds Account.  Funds in the Disbursed Funds Account shall be disbursed solely in accordance with the terms and conditions of, and solely for the purposes permitted under, this Agreement and the Indenture.  Further, the Issuers shall note in its records that all funds and other assets in the Disbursed Funds Account have been pledged to the Trustee.

10.2                            Right to Substitute Disbursed Funds Account .  The Issuers from time to time shall have the right to designate a substitute account to serve as the Disbursed Funds Account; provided that no such substitute account shall become the “Disbursed Funds Account” until (a) the depository financial institution at which the substitute account is located shall have acknowledged in a manner satisfactory to the Trustee that such institution has waived its right of set off in such account or any liens thereto, statutory or otherwise, and will have entered into an

22

agreement substantially similar to a Pledge Agreement, and (b) the Trustee shall have received written notice of the location and account number of such new substitute account.

11.                                  Limitation of Liability .  The Disbursement Agent’s responsibility and liability under this Agreement shall be limited as follows:  (a) the Disbursement Agent does not represent, warrant or guaranty to the Trustee or the holders of the Notes the performance by the Issuers, the General Contractor, the Architect or any Contractor, Subcontractor or provider of materials or services in connection with construction of the